Increase in Commitment. (i) At any time upon written notice to Agent, Nordson may request that the Total Commitment Amount be increased by an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until the last day of the Commitment Period, provided that (A) no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any such increase and (B) Nordson shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Nordson and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be made in an amount that is less than the increase requested by Nordson if Nordson is unable to arrange for, or chooses not to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amount.
Appears in 2 contracts
Samples: Assignment and Assumption Agreement (Nordson Corp), Assignment and Assumption Agreement (Nordson Corp)
Increase in Commitment. (i) At any time upon written notice to Agentduring the Commitment Increase Period, Nordson Borrower may request that Agent increase the Total Commitment Amount be increased by up to an amount that shall not to exceed Two Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until the last day of the Maximum Commitment Period, provided that (A) no Default or Event of Default has occurred and is continuing at the time of Amount. Each such request and on the date of any such for an increase and (B) Nordson shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum an amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and Nordson may be made by either (i) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”). During the Commitment Increase Period, all of the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall be an Eligible Transferee and shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Augmenting Bank Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute all and deliver to Agent and the Lenders such documentation replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall reasonably specify make adjustments among themselves with respect to evidence its the Revolving Loans then outstanding and amounts of principal, interest, facility fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment and/or its status as Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b) (and Borrower shall pay to the Lenders any amounts that would cause a Bank with a Revolving Commitment hereunderprepayment of one or more Eurodollar Loans) In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to subsection (a) hereof) without the prior written consent of such Lender. Any Borrower shall not request any increase in the Total Commitment Amount may be made in pursuant to this Section 2.9(b) if a Default or an amount that is less than the increase requested by Nordson if Nordson is unable to arrange forEvent of Default shall then exist, or chooses not immediately after giving pro forma effect to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate any such increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountwould exist.
Appears in 2 contracts
Samples: Fourth Amendment Agreement (Cintas Corp), Fourth Amendment Agreement (Cintas Corp)
Increase in Commitment. (i) At any time upon written notice to Agentduring the Commitment Increase Period, Nordson Borrower may request that Agent increase the Total Commitment Amount be increased by an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until Commitment Amount up to an amount that shall not exceed the last day of the Maximum Commitment Period, provided that (A) no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any Amount. Each such increase and (B) Nordson shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum an amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar ($1,000,000), and Nordson may be made by either (i) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Augmenting Bank Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute all and deliver to Agent and the Lenders such documentation replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall reasonably specify make adjustments among themselves with respect to evidence its the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment and/or its status as a Bank with a Revolving Commitment hereunderPercentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Any Borrower shall not request any increase in the Total Commitment Amount may be made in pursuant to this Section 2.9(b) if a Default or an amount that is less than the increase requested by Nordson if Nordson is unable to arrange forEvent of Default shall then exist, or chooses not immediately after giving effect to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate any such increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountwould exist.
Appears in 2 contracts
Samples: Credit Agreement (Teletech Holdings Inc), Credit Agreement (Teletech Holdings Inc)
Increase in Commitment. (i) At any time upon written notice to Agentduring the Commitment Increase Period, Nordson Borrower may request that Agent increase the Total Commitment Amount be increased by an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until Commitment Amount up to an amount that shall not exceed the last day of the Maximum Commitment Period, provided that (A) no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any Amount. Each such increase and (B) Nordson shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum an amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and Nordson may be made by either (i) proportionally increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”). During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall be an Eligible Transferee and shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Augmenting Bank Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute all and deliver to Agent and the Lenders such documentation replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall reasonably specify make adjustments among themselves with respect to evidence its the Revolving Loans then outstanding and amounts of principal, interest, facility fees, utilization fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment and/or its status as a Bank with a Revolving Commitment hereunderPercentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Any Borrower shall not request any increase in the Total Commitment Amount may be made in pursuant to this Section 2.9(b) if a Default or an amount that is less than the increase requested by Nordson if Nordson is unable to arrange forEvent of Default shall then exist, or chooses not immediately after giving effect to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate any such increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountwould exist.
Appears in 2 contracts
Samples: Credit Agreement (Cintas Corp), Credit Agreement (Cintas Corp)
Increase in Commitment. (ia) At any time upon written notice After the Closing Date but prior to Agentthe Revolving Maturity Date, Nordson may the Borrower shall have the right to request additional Revolving Commitments (the “Additional Commitments”) so that the Total Commitment Amount be increased by Revolving Commitments aggregate an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until the last day of the Commitment Period, provided that (A) no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any such increase and (B) Nordson shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request 450,000,000 less the amount of any voluntary reductions of the requested increase in the Total Revolving Commitment Amount (which in each case shall be in a minimum amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is requested made prior to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request pursuant to Section 2.06(a), each which request shall be made by the Borrower giving written notice (the “Additional Commitment Notice”) to the Administrative Agent setting forth such details with respect thereto as are reasonably requested by the Administrative Agent. Upon receipt of such request, the Administrative Agent shall notify the existing Lenders of the requested Additional Commitments and that, offer each such Lender an opportunity to participate at its sole discretion in the Additional Commitments. Any existing Lender that does not agree (in its sole discretion) to provide a portion of the proposed Additional Commitments within 10 days after receipt from the Administrative Agent of such notice shall be deemed to have declined participation in any eventamount of such proposed Additional Commitments. Notwithstanding any existing Lender’s rejection of any portion of the proposed Additional Commitments, must be at least ninety (90) days prior each existing Lender shall remain a Lender hereunder, subject to the last day terms and conditions hereof. In addition, the Borrower and the Administrative Agent may offer to additional proposed bank syndicate members that qualify as Eligible Assignees (including any required consent of the Commitment Period)Administrative Agent, and shall offer each Bank the Swingline Lender and/or the Issuing Bank, such consent not to be unreasonably withheld) the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by accept all or a portion of the offered amount of the proposed Additional Commitments. The allocation of the Additional Commitments among the Lenders and Eligible Assignees who agree to accept any portion thereof shall be made by the Borrower, in consultation with the Administrative Agent. Upon the effectiveness of the Additional Commitments, (i) each Eligible Assignee (that is not an existing Lender) allocated any portion of the Additional Commitments shall execute an accession agreement to this Agreement, (ii) the Revolving Commitments of the existing Lenders which have been allocated any portion of the Additional Commitments shall be increased by such Bank so agreeing being an “Increasing Bank”amount, (iii) or decline the pro rata shares of the Lenders (including the Eligible Assignees as the new Lenders) shall be adjusted, (iv) subject to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period the payment of 10 days applicable amounts pursuant to Section 2.18 in connection therewith, the Borrower shall be deemed to have declined made such borrowings and repayments of the Revolving Loans, and the Lenders shall make such adjustments of outstanding Revolving Loans between and among them, as shall be necessary to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). Ifeffect the reallocation of the Commitments such that, on the 10th day after Agent shall have delivered notice as set forth abovegiving effect thereto, the Increasing Banks Revolving Loans shall be held by the Lenders (including the Eligible Assignees as the new Lenders) ratably in accordance with their Revolving Commitments and (v) other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Lenders (including the Eligible Assignees as the new Lenders) have agreed pursuant to the preceding sentence to increase their respective Revolving Commitments by or make new Revolving Commitments in response to the Borrower’s request for an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or aggregate Commitments pursuant to this Section 2.24 and which other entities that are reasonably acceptable changes do not adversely affect the rights of those Lenders who do not elect to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Nordson and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be made in an amount that is less than the increase requested by Nordson if Nordson is unable to arrange for, or chooses not to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new their respective Revolving Commitments, as in each case without the case may be, in excess consent of the aggregate increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountLenders other than those Lenders increasing their Revolving Commitments.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Choice Hotels International Inc /De)
Increase in Commitment. (i) At any time upon written notice prior to AgentMarch 14, Nordson 2010, Borrowers may request that Agent increase the Total Maximum Commitment Amount be increased by from the Closing Commitment Amount to an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until the last day of the Commitment Period, provided that (A) no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any such increase and (B) Nordson shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Increased Maximum Commitment Amount (which with the understanding that the Seasonal Reduced Commitment Amount shall be increased as well in an amount equal to the Additional Commitments) by either (i) increasing, for one or more Banks, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Banks, each case with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the "Additional Commitment"). The aggregate amount of such Commitment increase request shall be in a minimum amount of Twenty-Five Twenty Million Dollars ($25,000,00020,000,000)) and the date on which such increase is requested to become effective (which . Each Additional Commitment of each Additional Bank, if any, shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered an amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000). With the consent of the Agent and the Borrowers, one or more Additional Commitments may be permitted upon satisfaction of the following requirements: (A) each Additional Bank, if any, shall execute an Additional Bank Assumption Agreement, (B) Agent shall provide to each Bank a revised Schedule 1 to this Agreement at least three Business Days prior to the effectiveness of such Additional Commitments (each an "Assumption Effective Date"), and Nordson and each Augmenting Bank (C) Borrowers shall execute all and deliver to Agent and the Banks such documentation replacement or additional Revolving Credit Notes as shall be required by Agent. The Banks hereby authorize Agent to execute each Additional Bank Assumption Agreement on behalf of the Banks. On each Assumption Effective Date, the Banks shall reasonably specify make adjustments among themselves with respect to evidence its the Revolving Loans then outstanding and amounts of principal, interest, facility fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Banks such outstanding amounts, based on the revised Commitment and/or its status as a Bank with a Revolving Commitment hereunderPercentages and to otherwise carry out fully the terms of this Section 2.8(c). Any Borrowers shall not request any increase in the Total Commitment Amount may be made in pursuant to this Section 2.8(c) if a Default or an amount that is less than the Event of Default shall then exist or immediately after giving effect to any such increase requested by Nordson if Nordson is unable to arrange for, or chooses not to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountwould exist.
Appears in 1 contract
Increase in Commitment. (i) At any time upon written notice to Agentduring the Commitment Increase Period, Nordson Borrower may request that Agent increase the Total Commitment Amount be increased by an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until Commitment Amount up to an amount that shall not exceed the last day of the Maximum Commitment Period, provided that (A) no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any Amount. Each such increase and (B) Nordson shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum amount increments of Twenty-at least Five Million Dollars ($25,000,000)) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period5,000,000), and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shallmay be made by either (i) increasing, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks Lenders, with their prior written consent, their respective Revolving Credit Commitments, or other entities (ii) including one or more Additional Lenders, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided, however, that are reasonably acceptable existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, all of the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each such Person so agreeing being an “Augmenting BankAdditional Lender Assumption Effective Date”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Nordson and each Augmenting Bank (C) Borrower shall execute all and deliver to Agent and the Lenders such documentation replacement or additional Revolving Credit Notes as shall be required by Agent. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall reasonably specify make adjustments among themselves with respect to evidence its the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment and/or its status as a Bank with a Revolving Commitment hereunderPercentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Any In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to Section 2.9(a) hereof) without the prior written consent of such Lender. Borrower shall not request any increase in the Total Commitment Amount may be made in pursuant to this Section 2.9(b) if a Default or an amount that is less than the increase requested by Nordson if Nordson is unable to arrange forEvent of Default shall then exist, or chooses not immediately after giving effect to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate any such increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountwould exist.
Appears in 1 contract
Samples: Assignment and Acceptance Agreement (Parametric Technology Corp)
Increase in Commitment. At any time during the Commitment Increase Period, Administrative Borrower may request that Agent and the Lenders (i) At increase the Revolving Credit Commitment (any time upon written notice such increase, an “Incremental Revolving Credit Increase”) and/or (ii) provide one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to Agentmake one or more term loanloans (any such term loan, Nordson may request that an “Incremental Term Loan”; each Incremental Term Loan and each Incremental Revolving Credit Increase are collectively referred to herein as an “Incremental Increase”), in an aggregate principal amount for all such Incremental Revolving Credit Increases and Incremental Term Loans incurred during the Total Commitment Amount be increased by an amount term of this Agreementafter the Fourth Amendment Effective Date not to exceed Two Three Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until the last day of the Commitment Period, provided that (A) no Default or Event of Default has occurred and is continuing at the time of 300,000,000). Each such request and on the date of any such increase and (B) Nordson shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case for an Incremental Increase shall be in a minimum an amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and Nordson and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be made in by either (x) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments and/or the addition of an amount that is less than Incremental Term Loan Commitment, and/or (y) including one or more Additional Lenders, each with a new commitment under the increase requested by Nordson if Nordson is unable to arrange for, Revolving Credit Commitment or chooses not to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitmentswith an Incremental Term Loan Commitment, as applicable, as a party to this Agreement (each an “Additional Commitment” and, collectively, the case “Additional Commitments”); provided that existing Lenders (other than any “institutional” lender) shall be given the first opportunity to provide Additional Commitments or Incremental Term Loans as term loan “A”. Each Incremental Term Loan may bebe made as a term loan “A” to be made by one or more Lenders or Additional Lenders and/or a term loan “B” to be made by one or more “institutional” lenders on customary terms determined by Agent, in excess of the aggregate increase amount requested by NordsonUS Borrower and such Additional Lenders, then Agent shallLenders or lenders, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountas applicable.
Appears in 1 contract
Increase in Commitment. (i) At any time upon written notice to Agentduring the Commitment Period, Nordson Administrative Borrower may request that Agent increase the Total Commitment Amount be increased by an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until Commitment Amount up to an amount that shall not exceed the last day of the Maximum Commitment Period, provided that (A) no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any Amount. Each such increase and (B) Nordson shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum amount increments of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Nordson and may be made by either (i) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each Augmenting Bank with a new Revolving Credit Commitment, as a party to this 45 Agreement (collectively, the “Additional Commitment”). During the Commitment Period, all of the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute all such documentation as an Additional Lender Assumption Agreement, (B) Agent shall reasonably specify provide to evidence its each Lender a revised Schedule 1(A) to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment and/or its status as a Bank with a Revolving Commitment hereunderPercentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Any In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to Section 2.9(a) or 2.11(d) hereof) without the prior written consent of such Lender. Borrower shall not request any increase in the Total Commitment Amount may be made in pursuant to this Section 2.9(b) if a Default or an amount that is less than the increase requested by Nordson if Nordson is unable to arrange forEvent of Default shall then exist, or chooses not immediately after giving effect to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate any such increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountwould exist.
Appears in 1 contract
Samples: Credit Agreement (Nn Inc)
Increase in Commitment. (i) At any time upon written notice to Agent, Nordson may request that the Total Commitment Amount be increased by an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until the last day of the Commitment Period, provided that (A) Provided no Default or Event of Default has occurred and is continuing continuing, the Company may, on any Business Day on or prior to the Revolving Credit Termination Date, from time to time, increase the aggregate amount of the U.S. Dollar Commitments and/or the Multicurrency Commitments by delivering a Commitment Amount Increase Request in the form of Exhibit D hereto at least five (5) Business Days prior to the time desired effective date of such request increase (the “Commitment Amount Increase”) identifying an additional Lender acceptable to the Agent and each Applicable Issuer in its reasonable discretion or additional U.S. Dollar Commitment and/or Multicurrency Commitment agreed to be made by any existing Lender (each such additional Lender or existing Lender (in its capacity as such) being referred to as an “Additional Lender”) and the amount of its U.S. Dollar Commitment and/or Multicurrency Commitment (or additional amount of its U.S. Dollar Commitment and/or Multicurrency Commitment). The aggregate amount of all such Commitment Amount Increases shall not exceed $600,000,000. The effective date of the Commitment Amount Increase shall be agreed upon by the Company, such Additional Lender and the Agent (whose agreement shall not be unreasonably withheld, conditioned or delayed). Upon the effectiveness thereof, each Additional Lender shall advance the relevant Revolving Loans and purchase Participating Interests in all then outstanding Letters of Credit in an amount sufficient such that after giving effect to such relevant Revolving Loans and purchases each Lender (including such Additional Lender) shall have outstanding its respective Percentage of the aggregate Revolving Loans and Participating Interests then outstanding. It shall be a condition to such effectiveness that no Eurodollar Loans be outstanding on the date of such effectiveness unless the Borrowers pay all amounts due under Section 2.5 hereof, and that the Company shall not have terminated any such increase portion of the Aggregate Revolving Commitments pursuant to Section 3.5(a) hereof. The Company agrees to pay any reasonable fees or expenses of the Agent (including reasonable fees and (Bdisbursements of counsel) Nordson relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank the opportunity obligation to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Aggregate Revolving Commitment by all or a portion of the offered amount (and no Lender’s Aggregate Revolving Commitment shall be increased without its consent thereto, and each such Bank so agreeing being an “Increasing Bank”) or Lender may at its option, unconditionally and without cause, decline to increase its Aggregate Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Nordson and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be made in an amount that is less than the increase requested by Nordson if Nordson is unable to arrange for, or chooses not to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountCommitment.
Appears in 1 contract
Samples: Credit Agreement (EMCOR Group, Inc.)
Increase in Commitment. (i) At any time upon written notice to Agentduring the Commitment Increase Period, Nordson Borrower may request that Agent increase the Total Commitment Amount be increased by an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until Commitment Amount up to an amount that shall not exceed the last day of the Maximum Commitment Period, provided that (A) no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any Amount. Each such increase and (B) Nordson shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum an amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar ($1,000,000), and Nordson may be made by either (i) proportionally increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide the Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Augmenting Bank Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute all and deliver to Agent and the Lenders such documentation replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall reasonably specify make adjustments among themselves with respect to evidence its the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment and/or its status as a Bank with a Revolving Commitment hereunderPercentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Any Borrower shall not request any increase in the Total Commitment Amount may be made in pursuant to this Section 2.9(b) if a Default or an amount that is less than the increase requested by Nordson if Nordson is unable to arrange forEvent of Default shall then exist, or chooses not immediately after giving effect to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate any such increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountwould exist.
Appears in 1 contract
Samples: Assignment and Acceptance Agreement (Teletech Holdings Inc)
Increase in Commitment. (i) At any time upon written notice to Agentduring the Commitment Increase Period, Nordson Borrower may request that Agent increase the Total Commitment Amount be increased by an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until Commitment Amount up to an amount that shall not exceed the last day of the Maximum Commitment Period, provided that (A) no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any Amount. Each such increase and (B) Nordson shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum an amount of Twenty-at least Five Million Dollars ($25,000,0005,000,000)) and the date on which such increase is requested to become effective , increased by increments of Five Million Dollars (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period$5,000,000), and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shallmay be made by either (i) increasing, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks Lenders, with their prior written consent, their respective Revolving Credit Commitments, or other entities (ii) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitments”). During the Commitment Increase Period, all of the Lenders agree that are reasonably acceptable Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Agent each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each such Person so agreeing being an “Augmenting BankAdditional Lender Assumption Effective Date”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Nordson and each Augmenting Bank (C) Borrower shall execute all and deliver to Agent and the Lenders such documentation replacement or additional Revolving Credit Notes as shall be required by Agent. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall reasonably specify make adjustments among themselves with respect to evidence its the Revolving Commitment and/or its status Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may shall be made in an amount that is less than the increase requested by Nordson if Nordson is unable to arrange for, or chooses not to arrange for, Augmenting Banksnecessary, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may beopinion of Agent, in excess order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b) (and Borrower shall pay to the aggregate increase amount requested by NordsonLenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more LIBOR Fixed Rate Loans). In connection therewith, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s it is understood and agreed that the Maximum Amount of any Lender will not be increased (or Augmenting Bank’s percentage decreased except pursuant to Section 2.9(a) hereof) without the prior written consent of the increased amount.such
Appears in 1 contract
Increase in Commitment. (i) At any time upon written notice to Agentduring the Commitment Increase Period, Nordson Administrative Borrower may request that Agent increase the Total Commitment Amount be increased by an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until Commitment Amount up to the last day Maximum Commitment Amount by either (i) increasing, for one or more Banks, with and subject to their prior written consent, their respective Revolving Credit Commitments, or (ii) with and subject to the prior written consent of Agent, including one or more Additional Banks, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the "Additional Commitment"). During the Commitment Increase Period, the Banks agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the Commitment Period, provided that following requirements: (A) no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any such increase and each Additional Bank, if any, shall execute an Additional Bank Assumption Agreement, (B) Nordson Agent shall have delivered provide to each Bank a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Banks, if appropriate, at least three Business Days prior to the effectiveness of such Additional Commitments (each an "Additional Bank Assumption Effective Date"), and (C) Borrowers shall execute and deliver to Agent and the Banks such replacement or additional Revolving Credit Notes as shall be required by Agent. The Banks hereby authorize Agent to execute each Additional Bank Assumption Agreement on behalf of the Banks. On each Additional Bank Assumption Effective Date, the Banks shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, together with in order to reallocate among such written noticeBanks such outstanding amounts, a copy based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions this subsection (b). Borrowers shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of not request any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount pursuant to this subsection (which in each case b) if a Default or an Event of Default shall be in a minimum amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which then exist, or immediately after giving effect to any such increase is requested to become effective (which would exist. Borrowers shall be not less than 10 Business Days nor more than sixty (60) days after pay any attorneys' fees or other expenses of Agent in connection with the date documentation of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). Ifincrease, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long well as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Nordson and each Augmenting Bank shall execute all such documentation other fees as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be made in an amount that is less than the increase requested by Nordson if Nordson is unable to arrange for, or chooses not to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountagreed upon between Borrowers and Agent.
Appears in 1 contract
Samples: Credit and Security Agreement (MTC Technologies Inc)
Increase in Commitment. (ia) At any time upon written notice After the Closing Date, the Borrower shall have the right to Agent, Nordson may request that the Total Commitment Amount be increased by Agent obtain additional Revolving Commitments (the “Additional Commitments”) so that the Revolving Commitments aggregate an amount not equal to exceed Two Five Hundred Fifty Million Dollars ($250,000,000500,000,000) in (the aggregate for all such increases from the Closing Date until the last day of the Commitment Period“Increased Facility Amount”), provided that (A) no Default or Event of Default has occurred and is continuing at the time of such each which request and on the date of any such increase and (B) Nordson shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified made by the Secretary of Nordson Borrower giving written notice (the “Additional Commitment Notice”) to the Agent setting forth such details with respect thereto as being true, correct, complete and in full force and effectare reasonably requested by the Agent. Upon receipt of any such request, the Agent shall deliver a copy shall, at the Borrower’s sole cost and expense of documentation and legal fees in connection therewith and subject to the agreement between the Borrower and Agent regarding fees for arranging and syndicating such request to each Bank. Nordson shall set forth Additional Commitments, use its reasonable efforts, in such request accordance with its customary syndication procedures, with the amount assistance of the requested increase in Borrower, to arrange a syndicate of lenders with Revolving Commitments (including the Total Commitment initial Revolving Commitments), aggregating the Increased Facility Amount (which in each case shall be in a minimum amount of Twenty-Five Million Dollars ($25,000,000)) and on or before the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days after the Additional Commitment Notice was received by the Agent (the “Syndication Expiration Date”). The Agent shall first offer to the existing Lenders the option to participate in the proposed Additional Commitments to the extent of each Lender’s pro rata share of the proposed Additional Commitments prior to the last day proposing additional bank syndicate members. If any existing Lender shall not agree (in its sole discretion) to provide its pro rata share of the Commitment Periodproposed Additional Commitments within 10 days after receipt from the Agent of a request to accept such pro-rata share of the proposed Additional Commitments (any such Lender not responding within such 10-day period shall be deemed to have declined participation in such proposed Additional Commitments), and prior to commencing syndication, the Agent shall offer each Bank the opportunity submit a list of proposed bank syndicate members (who indicate a willingness to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by accept all or a portion of the offered amount (each of the proposed Additional Commitments) to the Borrower; provided that, notwithstanding any existing Lender’s rejection of its pro rata share of the proposed Additional Commitments, such Bank so agreeing being an “Increasing Bank”) or decline existing Lender shall remain a Lender hereunder, subject to increase its Revolving Commitment (the terms and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment conditions hereof. From and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). Ifafter the Syndication Expiration Date, on the 10th day after Agent shall have delivered notice as set forth aboveno further obligation to syndicate the facility or to obtain or accept any additional Commitments. Notwithstanding the foregoing, during the period after the giving of the Additional Commitment Notice and prior to the Syndication Expiration Date, the Increasing Banks Lender which is the Agent shall have agreed pursuant the right, at its option, to commit to make the Additional Commitments available to the preceding sentence Borrower and, if the Lender which is the Agent shall so elect to commit to making the Additional Commitments available to the Borrower, to arrange a syndicate of Lenders with Revolving Commitments aggregating the Increased Facility Amount. In the event that lenders commit to any such increase, any new lender shall execute an accession agreement to this Agreement, the Revolving Commitments of the existing Lenders which have committed to provide any of the Additional Commitments shall be increased, the pro rata shares of the Lenders shall be adjusted, the Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Commitments, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Revolving Commitments by or make new Revolving Commitments in response to the Borrower’s request for an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or aggregate Commitments pursuant to this Section 2.24 and which other entities that are reasonably acceptable changes do not adversely affect the rights of those Lenders who do not elect to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Nordson and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be made in an amount that is less than the increase requested by Nordson if Nordson is unable to arrange for, or chooses not to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new their respective Revolving Commitments, as in each case without the case may be, in excess consent of the aggregate increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountLenders other than those Lenders increasing their Revolving Commitments.
Appears in 1 contract
Samples: Revolving Credit Agreement (Choice Hotels International Inc /De)
Increase in Commitment. At any time during the Commitment Increase Period, Borrower may request that Agent increase the Revolving Amount from the Closing Revolving Amount up to the Maximum Revolving Amount by either (i) At any time proportionally increasing, for one or more Revolving Lenders, with their prior written consent, their respective Applicable Commitment Percentage of the Revolving Credit Commitment, or (ii) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”). During the Commitment Increase Period, the Lenders agree that Agent shall permit one or more Additional Commitments upon written notice satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Revolving Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Percentages for each of the Revolving Lenders with respect to the Revolving Credit Commitment (revised so that each Revolving Lender will have a new Applicable Commitment Percentage for the Revolving Credit Commitment), at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), (C) Borrower shall execute and deliver to Agent and the Revolving Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent, and (D) Borrower shall, on the Additional Lender Assumption Effective Date, deliver to Agent, Nordson may request that for the Total Commitment Amount be increased by an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until the last day benefit of the Commitment PeriodLenders, provided that (A1) no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any such increase and written confirmation (B) Nordson shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance reasonably satisfactory to Agent) that Borrower shall have given written notice to each Convertible Subordinated Noteholder that the Obligations incurred pursuant to the Additional Commitments are being designated as Senior Indebtedness (as defined in the Convertible Subordinated Notes), and (2) a certificate and any other reasonable evidence required by Agent or the Required Lenders demonstrating that all terms and conditions for designating Senior Indebtedness (as defined in the Convertible Subordinated Notes) under the Convertible Subordinated Notes are being met. The Revolving Lenders hereby authorize the borrowing Agent to execute each Additional Lender Assumption Agreement on behalf of the requested increase Revolving Lenders. On each Additional Lender Assumption Effective Date, the Revolving Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the Total opinion of Agent, in order to reallocate among such Revolving Lenders such outstanding amounts, based on the revised Applicable Commitment AmountPercentages and to otherwise carry out fully the intent and terms of this subsection (b). In connection therewith, which resolutions shall be certified by it is understood and agreed that the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt Maximum Amount of any such request, Agent shall deliver a copy Revolving Lender will not be increased (or decreased except pursuant to Section 2.10(a) hereof) without the prior written consent of such Revolving Lender. Borrower shall not request to each Bank. Nordson shall set forth in such request the amount of the requested any increase in the Total Commitment Amount (which in each case or the Revolving Amount) pursuant to this subsection (b) if a Default or an Event of Default shall be in a minimum amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which then exist, or immediately after giving effect to any such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after would exist. Upon the date of such request and that, in any event, must be at least ninety (90) days prior to the last day increase of the Commitment Period)Revolving Amount, and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Nordson and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in be proportionally increased from the Total Closing Commitment Amount may be made in an amount that is less than to the increase requested by Nordson if Nordson is unable to arrange for, or chooses not to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Maximum Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountAmount.
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Increase in Commitment. (i) At any time upon written notice to Agentduring the Commitment Increase Period, Nordson Borrower may request that Agent increase the Total Commitment Amount be increased by an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until Commitment Amount up to the last day Maximum Commitment Amount (with a corresponding increase in the Revolving Amount from the Closing Revolving Amount to the Maximum Revolving Amount) by either (i) proportionally increasing, for one or more Revolving Lenders, with their prior written consent, their respective Applicable Commitment Percentage of the Revolving Credit Commitment, or (ii) with the prior written consent of Agent, including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (collectively, the "Additional Commitment"). During the Commitment Increase Period, provided all of the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) no Default or Event each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to each Revolving Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Percentages for each of Default has occurred and is continuing the Revolving Lenders with respect to the Revolving Credit Commitment (revised so that each Revolving Lender will have a new Applicable Commitment Percentage for the Revolving Credit Commitment), at the time of such request and on least three Business Days prior to the date of any the effectiveness of such increase Additional Commitments (each an "Additional Lender Assumption Effective Date"), and (BC) Nordson Borrower shall have delivered execute and deliver to Agent and the Revolving Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent. The Revolving Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Revolving Lenders. On each Additional Lender Assumption Effective Date, the Revolving Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, together with in order to reallocate among such written noticeRevolving Lenders such outstanding amounts, a copy based on the revised Applicable Commitment Percentages and to otherwise carry out fully the intent and terms of Nordson’s duly adopted corporate resolutionsthis subsection (b). In connection therewith, in form it is understood and substance satisfactory to Agent, agreed that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt Maximum Amount of any such request, Agent shall deliver a copy Revolving Lender will not be increased (or decreased except pursuant to this Section 2.13) without the prior written consent of such Revolving Lender. Borrower shall not request to each Bank. Nordson shall set forth in such request the amount of the requested any increase in the Total Commitment Amount (which in each case or the Revolving Amount) pursuant to this subsection (b) if a Default or an Event of Default shall be in a minimum amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which then exist, or immediately after giving effect to any such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Nordson and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be made in an amount that is less than the increase requested by Nordson if Nordson is unable to arrange for, or chooses not to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountwould exist.
Appears in 1 contract
Samples: Assignment and Acceptance Agreement (Shiloh Industries Inc)
Increase in Commitment. (i) At any time upon written notice to Agentduring the Commitment Increase Period, Nordson Borrower may request that the Total Global Agent proportionally increase the Maximum 364 Day Commitment Amount be increased by an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases and Maximum General Revolving Commitment Amount from the Combined Closing Date until the last day of the Commitment Period, provided that (A) no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any such increase and (B) Nordson shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Combined Maximum Commitment Amount requested by Nordsoneither (i) proportionally increasing, Nordson may arrange for one or more banks Lenders, with their prior written consent, their 364 Day Commitment and General Revolving Commitment, or other entities (ii) including one or more Additional Lenders, each with a new 364 Day Commitment and a new General Revolving Commitment (with the same Commitment Percentage for the 364 Day Commitment and the General Revolving Commitment), as a party to this Agreement (collectively, the "Additional Commitment"). During the Commitment Increase Period, the Lenders agree that are reasonably acceptable the Global Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) the Global Agent shall provide to Agent each Lender a revised SCHEDULE 1 to this Agreement at least three Business Days prior to the effectiveness of such Additional Commitments (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000"Assumption Effective Date"), and Nordson and each Augmenting Bank (C) Borrower shall execute all and deliver to the Global Agent and the Lenders such documentation replacement or additional 364 Day Notes and General Revolving Notes as shall be required by the Global Agent. The Lenders hereby authorize the Global Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Assumption Effective Date, the 364 Day Lenders and the General Revolving Lenders shall reasonably specify make adjustments among themselves with respect to evidence its the 364 Day Loans and General Revolving Loans then outstanding and amounts of principal, interest, facility fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Global Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Applicable Commitment and/or its status as a Bank with a Revolving Commitment hereunderPercentages and to otherwise carry out fully the terms of this Section 2.7(c). Any Borrower shall not request any increase in the Total Commitment Amount may be made in pursuant to this Section 2.7(c) if a Default or an amount that is less than the Event of Default shall then exist or immediately after giving effect to any such increase requested by Nordson if Nordson is unable to arrange for, or chooses not to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountwould exist.
Appears in 1 contract
Increase in Commitment. At any time during the Commitment Increase Period, Administrative Borrower may request that Agent and the Lenders (i) At increase the Revolving Credit Commitment (any time upon written notice such increase, an “Incremental Revolving Credit Increase”) and/or (ii) provide one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to Agentmake one or more term loans (any such term loan, Nordson may request that an “Incremental Term Loan”; each Incremental Term Loan and each Incremental Revolving Credit Increase are collectively referred to herein as an “Incremental Increase”), in an aggregate principal amount for all such Incremental Revolving Credit Increases and Incremental Term Loans incurred after the Total Commitment Amount be increased by an amount SixthNinth Amendment Effective Date not to exceed Two Three Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until the last day of the Commitment Period, 300,000,000); provided that (A) no Default or Event of Default has occurred and is continuing at Incremental Increases shall be requested during the time of Covenant Adjustment Period. Each such request and on the date of any such increase and (B) Nordson shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case for an Incremental Increase shall be in a minimum an amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and Nordson and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be made in by either (x) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments and/or the addition of an amount that is less than Incremental Term Loan Commitment, and/or (y) including one or more Additional Lenders, each with a new commitment under the increase requested by Nordson if Nordson is unable to arrange for, Revolving Credit Commitment or chooses not to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitmentswith an Incremental Term Loan Commitment, as applicable, as a party to this Agreement (each an “Additional Commitment” and, collectively, the case “Additional Commitments”); provided that existing Lenders (other than any “institutional” lender) shall be given the first opportunity to provide Additional Commitments or Incremental Term Loans as term loan “A”. Each Incremental Term Loan may bebe made as a term loan “A” to be made by one or more Lenders or Additional Lenders and/or a term loan “B” to be made by one or more “institutional” lenders on customary terms determined by Agent, in excess of the aggregate increase amount requested by NordsonUS Borrower and such Additional Lenders, then Agent shallLenders or lenders, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountas applicable.
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Increase in Commitment. (i) At any time upon written notice to Agentduring the Commitment Increase Period, Nordson Administrative Borrower may request that Agent increase the Total Commitment Revolving Amount be increased by an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until Revolving Amount up to an amount that shall not exceed the last day of the Commitment Period, provided that (A) no Default or Event of Default has occurred and is continuing at the time of Maximum Revolving Amount. Each such request and on the date of any such for an increase and (B) Nordson shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum an amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and Nordson may be made by either (i) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”); provided that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, all of the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Administrative Borrower and each Augmenting Bank Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrowers shall execute all and deliver to Agent and the Lenders such documentation replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall reasonably specify make adjustments among themselves with respect to evidence its the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment and/or its status as Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b) (and the appropriate Borrower shall pay to the Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a Bank with a Revolving Commitment hereunderprepayment of one or more Eurodollar Loans). Any In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to Section 2.9(a) hereof) without the prior written consent of such Lender. Administrative Borrower shall not request any increase in the Revolving Amount pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such increase (including a pro forma calculation of the financial covenants set forth in Section 5.7 hereof) would exist. Upon each increase of the Revolving Amount, the Total Commitment Amount may shall be made in an amount that is less than the increase requested by Nordson if Nordson is unable to arrange for, or chooses not to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountproportionally increased.
Appears in 1 contract
Increase in Commitment. (ia) At any time upon written notice to Agent, Nordson may request Provided that the Total Commitment Amount be increased by an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until the last day of the Commitment Period, provided that (A) no Unmatured Default or Event of Default has occurred and is continuing continuing, subject to the terms and conditions set forth in this Section 2.23, the Borrower shall have the option at the any time of such request and on from time to time prior to the date of any such increase and that is at least thirty (B30) Nordson shall have delivered days prior to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory the Facility Termination Date to Agent, that authorize the borrowing of the requested request an increase in the Total Commitment AmountAggregate Revolving Credit Commitment, which resolutions shall be certified the Term Loan A Commitments and/or the Term Loan B Commitments, each in increments of $10,000,000, by an aggregate amount of increases to the Secretary Aggregate Revolving Credit Commitment, the Term A Loan Commitments and Term Loan B Commitments of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request up to each Bank. Nordson shall set forth in such request $350,000,000 (the amount of the requested increase to be set forth in the Total Increase Notice) (which, assuming no previous reduction in the Revolving Credit Commitments, the Term Loan A Commitments or the Term Loan B Commitments, would result in an Aggregate Commitment Amount of $700,000,000), written notice to the Administrative Agent (which an “Increase Notice”). The execution and delivery of the Increase Notice by the Borrower shall constitute a representation and warranty by the Borrower that all the conditions set forth in each case this Section 2.23 shall be in a minimum amount of Twenty-Five Million Dollars ($25,000,000)) and the date have been satisfied on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must Increase Notice. The Commitment Increase may be at least ninety allocated (901) days prior to the last day of then existing Revolving Credit Commitments, having the Commitment Period), and shall offer each Bank same terms as the opportunity to increase its existing Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten Credit Commitments (102) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence then existing Term Loan A Commitments having the same terms as the existing Term Loan A Commitments, (3) to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Nordson and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be made in an amount that is less than the increase requested by Nordson if Nordson is unable to arrange forinitial Term Loan B Commitment, or chooses not once the initial Term Loan B Commitment is provided hereunder, to arrange forthe then existing Term Loan B Commitments having the same terms as the existing Term Loan B Commitments, Augmenting Banksor (4) any combination thereof reasonably satisfactory to Administrative Agent and satisfactory to the existing or additional Revolving Credit Lenders, in the full amount. If Increasing Banks and/or Augmenting Banks offer Term Loan A Lenders or Term Loan B Lenders, as applicable, providing such additional Revolving Commitment increases Credit Commitments, Term Loan A Commitments or new Revolving Term Loan B Commitments, as the case may be, in excess of the aggregate increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountapplicable.
Appears in 1 contract
Samples: Credit Agreement (Inland Real Estate Income Trust, Inc.)
Increase in Commitment. (i) At any time upon written notice to Agentduring the Commitment Increase Period, Nordson US Borrower may request that increase the Total Commitment Amount be increased by an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until Commitment Amount up to the last day of the Maximum Commitment Period, provided that Amount (A) no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any such increase and (B) Nordson shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested corresponding increase in the Total Commitment Maximum US Revolving Amount) by either (i) increasing, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks US Lenders, with their prior written consent (and with the prior written consent of Agent), their respective US Revolving Credit Commitments, or other entities that are reasonably acceptable to (ii) including one or more Additional Lenders, with the prior written consent of Agent (which shall not be unreasonably withheld), each with a new US Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”). During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to each Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Person so agreeing being Additional Commitments (each an “Augmenting BankAdditional Lender Assumption Effective Date”), (C) so long as such Augmenting Bank each Additional Lender’s US Revolving Credit Commitment shall have a Revolving Commitment be for an amount of not no less than Ten Million Dollars ($10,000,000), and Nordson and each Augmenting Bank (D) US Borrower shall execute all and deliver to Agent and the US Lenders such documentation replacement or additional US Revolving Credit Notes as shall be required by Agent (to the extent Notes have been requested by the affected Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the US Lenders shall reasonably specify make adjustments among themselves with respect to evidence its the US Revolving Loans then outstanding and amounts of principal, interest and facility fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such US Lenders such outstanding amounts, based on the revised Applicable Commitment and/or its status as a Bank with a Revolving Commitment hereunderPercentages and to otherwise carry out fully the intent and terms of this Section 2.10(b). Any In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to Section 2.10(a) hereof) without the prior written consent of such Lender. US Borrower shall not increase in the Total Commitment Amount may be made in pursuant to this Section 2.10(b) if a Default or an amount that is less than the increase requested by Nordson if Nordson is unable to arrange forEvent of Default shall then exist, or chooses not immediately after giving effect to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate any such increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountwould exist.
Appears in 1 contract
Samples: Credit Agreement (Applied Industrial Technologies Inc)
Increase in Commitment. (i) At any time upon written notice to Agent, Nordson may request that the Total Commitment Amount be increased by an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until the last day of the Commitment Period, provided that (A) Provided no Default or Event of Default has occurred and is continuing continuing, the Company may, on any Business Day on or prior to the Revolving Credit Termination Date, from time to time, increase the aggregate amount of the U.S. Dollar Commitments and/or the Multicurrency Commitments by delivering a Commitment Amount Increase Request in the form of Exhibit D hereto at least five (5) Business Days prior to the time desired effective date of such request increase (the “Commitment Amount Increase”) identifying an additional Lender acceptable to the Agent and each Applicable Issuer in its reasonable discretion or additional U.S. Dollar Commitment and/or Multicurrency Commitment agreed to be made by any existing Lender (each such additional Lender or existing Lender (in its capacity as such) being referred to as an “Additional Lender”) and the amount of its U.S. Dollar Commitment and/or Multicurrency Commitment (or additional amount of its U.S. Dollar Commitment and/or Multicurrency Commitment). The aggregate amount of all such Commitment Amount Increases shall not exceed the greater of (i) $900,000,000 and (ii) Adjusted EBITDA for the twelve month period ending immediately prior to the effective date of the Commitment Amount Increase. The effective date of the Commitment Amount Increase shall be agreed upon by the Company, such Additional Lender and the Agent (whose agreement shall not be unreasonably withheld, conditioned or delayed). Upon the effectiveness thereof, each Additional Lender shall advance the relevant Revolving Loans and purchase Participating Interests in all then outstanding Letters of Credit in an amount sufficient such that after giving effect to such relevant Revolving Loans and purchases each Lender (including such Additional Lender) shall have outstanding its respective Percentage of the aggregate Revolving Loans and Participating Interests then outstanding. It shall be a condition to such effectiveness that no SOFR Loans be outstanding on the date of such effectiveness unless the Borrowers pay all amounts due under Section 2.5 hereof, and that the Company shall not have terminated any such increase portion of the Aggregate Revolving Commitments pursuant to Section 3.5(a) hereof. The Company agrees to pay any reasonable fees or expenses of the Agent (including reasonable fees and (Bdisbursements of counsel) Nordson relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank the opportunity obligation to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Aggregate Revolving Commitment by all or a portion of the offered amount (and no Lender’s Aggregate Revolving Commitment shall be increased without its consent thereto, and each such Bank so agreeing being an “Increasing Bank”) or Lender may at its option, unconditionally and without cause, decline to increase its Aggregate Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Nordson and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be made in an amount that is less than the increase requested by Nordson if Nordson is unable to arrange for, or chooses not to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountCommitment.
Appears in 1 contract
Samples: Credit Agreement (EMCOR Group, Inc.)
Increase in Commitment. At any time during the Commitment Increase Period, Administrative Borrower may request that Agent and the Lenders (i) At increase the Revolving Credit Commitment (any time upon written notice such increase, an “Incremental Revolving Credit Increase”) and/or (ii) provide one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to Agentmake one or more term loans (any such term loan, Nordson may request that an “Incremental Term Loan”; each Incremental Term Loan and each Incremental Revolving Credit Increase are collectively referred to herein as an “Incremental Increase”), in an aggregate principal amount for all such Incremental Revolving Credit Increases and Incremental Term Loans incurred after the Total Commitment Amount be increased by an amount FourthSixth Amendment Effective Date not to exceed Two Three Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until the last day of the Commitment Period, provided that (A) no Default or Event of Default has occurred and is continuing at the time of 300,000,000). Each such request and on the date of any such increase and (B) Nordson shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case for an Incremental Increase shall be in a minimum an amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and Nordson and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be made in by either (x) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments and/or the addition of an amount that is less than Incremental Term Loan Commitment, and/or (y) including one or more Additional Lenders, each with a new commitment under the increase requested by Nordson if Nordson is unable to arrange for, Revolving Credit Commitment or chooses not to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitmentswith an Incremental Term Loan Commitment, as applicable, as a party to this Agreement (each an “Additional Commitment” and, collectively, the case “Additional Commitments”); provided that existing Lenders (other than any “institutional” lender) shall be given the first opportunity to provide Additional Commitments or Incremental Term Loans as term loan “A”. Each Incremental Term Loan may bebe made as a term loan “A” to be made by one or more Lenders or Additional Lenders and/or a term loan “B” to be made by one or more “institutional” lenders on customary terms determined by Agent, in excess of the aggregate increase amount requested by NordsonUS Borrower and such Additional Lenders, then Agent shallLenders or lenders, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountas applicable.
Appears in 1 contract
Increase in Commitment. (ia) At any time upon written notice After the Closing Date, the Borrower shall have the right to Agent, Nordson may request that the Total Commitment Amount be increased by Agent obtain additional Revolving Commitments (the “Additional Commitments”) so that the Revolving Commitments aggregate an amount not equal to exceed Two Three Hundred Fifty Million Dollars ($250,000,000350,000,000) in (the aggregate for all such increases from the Closing Date until the last day of the Commitment Period“Increased Facility Amount”), provided that (A) no Default or Event of Default has occurred and is continuing at the time of such each which request and on the date of any such increase and (B) Nordson shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified made by the Secretary of Nordson Borrower giving written notice (the “Additional Commitment Notice”) to the Agent setting forth such details with respect thereto as being true, correct, complete and in full force and effectare reasonably requested by the Agent. Upon receipt of any such request, the Agent shall deliver a copy shall, at the Borrower’s sole cost and expense of documentation and legal fees in connection therewith and subject to the agreement between the Borrower and Agent regarding fees for arranging and syndicating such request to each Bank. Nordson shall set forth Additional Commitments, use its reasonable efforts, in such request accordance with its customary syndication procedures, with the amount assistance of the requested increase in Borrower, to arrange a syndicate of lenders with Revolving Commitments (including the Total Commitment initial Revolving Commitments), aggregating the Increased Facility Amount (which in each case shall be in a minimum amount of Twenty-Five Million Dollars ($25,000,000)) and on or before the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days after the Additional Commitment Notice was received by the Agent (the “Syndication Expiration Date”). The Agent shall first offer to the existing Lenders the option to participate in the proposed Additional Commitments to the extent of each Lender’s pro rata share of the proposed Additional Commitments prior to the last day proposing additional bank syndicate members. If any existing Lender shall not agree to provide its pro rata share of the Commitment Period), and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) proposed Additional Commitments within 10 days after receipt from the date Agent of Agent’s noticea request to accept such pro-rata share of the proposed Additional Commitments, either agree prior to increase its Revolving Commitment by commencing syndication, the Agent shall submit a list of proposed bank syndicate members (who indicate a willingness to accept all or a portion of the offered amount (each of the proposed Additional Commitments) to the Borrower; provided that, notwithstanding any existing Lender’s rejection of its pro rata share of the proposed Additional Commitments, such Bank so agreeing being an “Increasing Bank”) or decline existing Lender shall remain a Lender hereunder, subject to increase its Revolving Commitment (the terms and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment conditions hereof. From and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). Ifafter the Syndication Expiration Date, on the 10th day after Agent shall have delivered notice as set forth aboveno further obligation to syndicate the facility or to obtain or accept any additional Commitments. Notwithstanding the foregoing, during the period after the giving of the Additional Commitment Notice and prior to the Syndication Expiration Date, the Increasing Banks Lender which is the Agent shall have agreed pursuant the right, at its option, to commit to make the Additional Commitments available to the preceding sentence Borrower and, if the Lender which is the Agent shall so elect to commit to making the Additional Commitments available to the Borrower, to arrange a syndicate of Lenders with Revolving Commitments aggregating the Increased Facility Amount. In the event that lenders commit to any such increase, any new lender shall execute an accession agreement to this Agreement, the Revolving Commitments of the existing Lenders which have committed to provide any of the Additional Commitments shall be increased, the pro rata shares of the Lenders shall be adjusted, the Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Commitments, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Revolving Commitments by or make new Revolving Commitments in response to the Borrower’s request for an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or aggregate Commitments pursuant to this Section 2.24 and which other entities that are reasonably acceptable changes do not adversely affect the rights of those Lenders who do not elect to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Nordson and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be made in an amount that is less than the increase requested by Nordson if Nordson is unable to arrange for, or chooses not to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new their respective Revolving Commitments, as in each case without the case may be, in excess consent of the aggregate increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountLenders other than those Lenders increasing their Revolving Commitments.
Appears in 1 contract
Samples: Revolving Credit Agreement (Choice Hotels International Inc /De)
Increase in Commitment. (i) At any time upon written notice to Agentduring the Commitment Increase Period (but no more frequently than once per calendar year), Nordson Borrower may request that Agent increase the Total Commitment Amount be increased by from the Closing Commitment Amount up to an amount that shall not to exceed Two Hundred Fifty the Maximum Commitment Amount. Each such increase shall be in increments of at least Five Million Dollars ($250,000,0005,000,000), and may be made by either (i) in the aggregate proportionally increasing, for all such increases from the Closing Date until the last day one or more Lenders, with their prior written consent, their respective Maximum Amounts, or (ii) including one or more Additional Lenders, each with a new Maximum Amount of the Revolving Credit Commitment, as a party to this Agreement (collectively, the "Additional Commitment"). During the Commitment Increase Period, provided the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any such increase and each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Nordson Agent shall have delivered provide to each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the effectiveness of such Additional Commitments (each an "Assumption Effective Date"), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, facility fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, together with in order to reallocate among the Lenders such written noticeoutstanding amounts, a copy based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions this subsection. Borrower shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of not request any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case pursuant to this subsection if a Default or an Event of Default shall be in a minimum amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which then exist, or immediately after giving effect to any such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Nordson and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be made in an amount that is less than the increase requested by Nordson if Nordson is unable to arrange for, or chooses not to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountwould exist.
Appears in 1 contract
Samples: Assignment and Acceptance Agreement (Pioneer Standard Electronics Inc)
Increase in Commitment. (i) At any time upon written notice to Agent, Nordson may request that the Total Commitment Amount be increased by an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until the last day of the Commitment Period, provided that (A) Provided no Default or Event of Default has occurred and is continuing continuing, the Company may, on any Business Day on or prior to the Termination Date, from time to time, increase the aggregate amount of the U.S. Dollar Commitments and/or the Multicurrency Commitments by delivering a Commitment Amount Increase Request in the form of Exhibit E hereto at least five (5) Business Days prior to the time desired effective date of such request increase (the “Commitment Amount Increase”) identifying an additional Lender acceptable to the Agent and each Applicable Issuer in its reasonable discretion or additional U.S. Dollar Commitment and/or Multicurrency Commitment agreed to be made by any existing Lender (each such additional Lender or existing Lender (in its capacity as such) being referred to as an “Additional Lender”) and the amount of its U.S. Dollar Commitment and/or Multicurrency Commitment (or additional amount of its U.S. Dollar Commitment and/or Multicurrency Commitment). The aggregate amount of all such Commitment Amount Increases shall not exceed $150,000,000. The effective date of the Commitment Amount Increase shall be agreed upon by the Company, such Additional Lender and the Agent (whose agreement shall not be unreasonably withheld, conditioned or delayed). Upon the effectiveness thereof, each Additional Lender shall advance the relevant Revolving Loans and purchase Participating Interests in all then outstanding Letters of Credit in an amount sufficient such that after giving effect to such relevant Revolving Loans and purchases each Lender (including such Additional Lender) shall have outstanding its respective Percentage of the aggregate Revolving Loans and Participating Interests then outstanding. It shall be a condition to such effectiveness that no Eurodollar Loans be outstanding on the date of such effectiveness unless the Borrowers pay all amounts due under Section 2.5 hereof, and that the Company shall not have terminated any such increase portion of the Total Commitments pursuant to Section 3.5(a) hereof. The Company agrees to pay any reasonable fees or expenses of the Agent (including reasonable fees and (Bdisbursements of counsel) Nordson relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank the opportunity obligation to increase its Revolving Commitment. Each Bank shallTotal Commitment and no Lender’s Total Commitment shall be increased without its consent thereto, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s noticeeach Lender may at its option, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or unconditionally and without cause, decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Nordson and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be made in an amount that is less than the increase requested by Nordson if Nordson is unable to arrange for, or chooses not to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountCommitment.
Appears in 1 contract
Samples: Credit Agreement (Emcor Group Inc)
Increase in Commitment. At any time during the Commitment Increase Period, Administrative Borrower may request that Agent and the Lenders (i) At increase the Revolving Credit Commitment (any time upon written notice such increase, an “Incremental Revolving Credit Increase”) and/or (ii) provide one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to Agentmake one or more term loan (any such term loan, Nordson may request that an “Incremental Term Loan”; each Incremental Term Loan and each Incremental Revolving Credit Increase are collectively referred to herein as an “Incremental Increase”), in an aggregate principal amount for all such Incremental Revolving Credit Increases and Incremental Term Loans incurred during the Total Commitment Amount be increased by an amount term of this Agreement not to exceed Two Three Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until the last day of the Commitment Period, provided that (A) no Default or Event of Default has occurred and is continuing at the time of 300,000,000). Each such request and on the date of any such increase and (B) Nordson shall have delivered to Agentfor an Incremental Revolving Credit Increase and/or Incremental Term Loan, together with such written noticeas applicable, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum an amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and Nordson and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be made in by either (x) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments and/or the addition of an amount that is less than Incremental Term Loan Commitment, and/or (y) including one or more Additional Lenders, each with a new commitment under the increase requested by Nordson if Nordson is unable to arrange for, Revolving Credit Commitment or chooses not to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitmentswith an Incremental Term Loan Commitment, as applicable, as a party to this Agreement (each an “Additional Commitment” and, collectively, the case “Additional Commitments”); provided that existing Lenders (other than any “institutional” lender) shall be given the first opportunity to provide Additional Commitments or Incremental Term Loans as term loan “A”. Each Incremental Term Loan may bebe made as a term loan “A” to be made by one or more Lenders or Additional Lenders and/or a term loan “B” to be made by one or more “institutional” lenders on customary terms determined by Agent, in excess of the aggregate increase amount requested by NordsonUS Borrower and such Additional Lenders, then Agent shallLenders or lenders, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountas applicable.
Appears in 1 contract
Increase in Commitment. (i) At any time upon written notice to Agentduring the Commitment Increase Period, Nordson Borrower may request that Agent increase the Total Commitment Revolving Amount be increased by from the Closing Revolving Amount up to an amount that shall not to exceed Two Hundred Fifty the Maximum Revolving Amount. Each such request for an increase shall be in an amount of at least Ten Million Dollars ($250,000,000) 10,000,000), increased by increments of One Million Dollars ($1,000,000), and, if Agent agrees to such increase in the aggregate Revolving Amount, may be made by either (i) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (collectively, the "Additional Commitments"). During the Commitment Increase Period, all such increases from the Closing Date until the last day of the Commitment PeriodLenders agree that Agent, provided that in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) no Default or Event each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of Default has occurred and is continuing the Lenders, if appropriate, at the time of such request and on least three Business Days prior to the date of any the effectiveness of such increase Additional Commitments (each an "Additional Lender Assumption Effective Date"), (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent, and (BD) Nordson shall have delivered Borrower shall, on the Additional Lender Assumption Effective Date, deliver to Agent, together with such written noticefor the benefit of the Lenders, a copy an opinion of Nordson’s duly adopted corporate resolutionscounsel, in form and substance satisfactory to Agent, indicating that the Obligations incurred pursuant to the Additional Commitments are permitted to be incurred, and permitted to be secured, pursuant to the Senior Notes Documents. The Lenders hereby authorize the borrowing Agent to execute each Additional Lender Assumption Agreement on behalf of the requested Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b) (and Borrower shall pay to the Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more Eurodollar Loans). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to Section 2.9(a) hereof) without the prior written consent of such Lender. Borrower shall not request any increase in the Total Commitment pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would exist. Upon each increase of the Revolving Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Nordson and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be made in an amount that is less than the increase requested by Nordson if Nordson is unable to arrange for, or chooses not to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountproportionally increased.
Appears in 1 contract
Samples: Credit and Security Agreement (Kratos Defense & Security Solutions, Inc.)
Increase in Commitment. (i) At any time upon written notice to Agentduring the Commitment Increase Period, Nordson Borrower may request that Agent increase the Total Commitment Amount be increased by up to an amount that shall not to exceed Two Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until the last day of the Maximum Commitment Period, provided that (A) no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any Amount. Each such increase and (B) Nordson shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum an amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and Nordson may be made by either (i) proportionally increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”). During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall be an Eligible Transferee and shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Augmenting Bank Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute all and deliver to Agent and the Lenders such documentation replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall reasonably specify make adjustments among themselves with respect to evidence its the Revolving Loans then outstanding and amounts of principal, interest, facility fees, utilization fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment and/or its status as a Bank with a Revolving Commitment hereunderPercentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Any Borrower shall not request any increase in the Total Commitment Amount may be made in pursuant to this Section 2.9(b) if a Default or an amount that is less than the increase requested by Nordson if Nordson is unable to arrange forEvent of Default shall then exist, or chooses not immediately after giving effect to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate any such increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountwould exist.
Appears in 1 contract
Increase in Commitment. (ia) At any time upon written notice After the Closing Date, the ---------------------- Borrower shall have the right on up to Agent, Nordson may three (3) occasions to request that the Total Commitment Amount be increased by Agent obtain additional Commitments (the "Additional Commitments") so that the Revolving Commitments aggregate an amount not equal to exceed Two One Hundred Fifty and Seventy-Five Million Dollars ($250,000,000175,000,000) in and the Commitments aggregate for all such increases from the Closing Date until the last day of the Commitment Period, provided that (A) no Default or Event of Default has occurred an amount equal to Three Hundred and is continuing at the time of such request and on the date of any such increase and (B) Nordson shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum amount of Twenty-Five Million Dollars ($25,000,000325,000,000) (the "Increased Facility Amount"), each which request shall be made by the Borrower giving written notice (the "Additional Commitment Notice") and to the Agent prior to the date on which such increase is requested to become effective one hundred and twenty (which shall be not less than 10 Business Days nor more than sixty (60120) days after the date of this Agreement setting forth such request details with respect thereto as are reasonably requested by the Agent. Upon such request, the Agent shall, at the Borrower's sole cost and thatexpense of documentation and legal fees in connection therewith, use its reasonable efforts, in any eventaccordance with its customary syndication procedures, must be at least with the assistance of the Borrower, to arrange a syndicate of lenders with Revolving Commitments (including the initial Revolving Commitments), aggregating the Increased Facility Amount on or before the date which is ninety (90) days after the Additional Commitment Notice was received by the Agent (the "Syndication Expiration Date"). The Agent shall first offer to the existing Lenders the option to participate in the proposed Additional Commitments to the extent of each Lender's pro-rata share of the proposed Additional Commitments prior to the last day proposing additional bank syndicate members. If any existing Lender shall not agree to provide its pro-rata share of the Commitment Period), and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) proposed Additional Commitments within 10 days after receipt from the date Agent of Agent’s noticea request to accept such pro-rata share of the proposed Additional Commitments, either agree prior to increase its Revolving Commitment by commencing syndication, the Agent shall submit a list of proposed bank syndicate members (who indicate a willingness to accept all or a portion of the offered amount (each of the proposed Additional Commitments) to the Borrower; provided that, notwithstanding any existing Lender's rejection of its pro-rata share of the proposed Additional Commitments, such Bank so agreeing being an “Increasing Bank”) or decline existing Lender shall remain a Lender hereunder, subject to increase its Revolving Commitment (the terms and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment conditions hereof. From and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). Ifafter the Syndication Expiration Date, on the 10th day after Agent shall have delivered notice as set forth aboveno further obligation to syndicate the facility or to obtain or accept any additional Commitments. Notwithstanding the foregoing, during the period after the giving of the Additional Commitment Notice and prior to the Syndication Expiration Date, the Increasing Banks Lender which is the Agent shall have agreed pursuant the right, at its option, to commit to make the Additional Commitments available to the preceding sentence Borrower and, if the Lender which is the Agent shall so elect to commit to making the Additional Commitments available to the Borrower, to arrange a syndicate of Lenders with Commitments aggregating the Increased Facility Amount. In the event that lenders commit to any such increase, any new lender shall execute an accession agreement to this Agreement, the Revolving Commitments of the existing Lenders which have committed to provide any of the Additional Commitments shall be increased, the pro-rata shares of the Lenders shall be adjusted, the Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Commitments, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Revolving Commitments by or make new Revolving Commitments in response to the Borrower's request for an aggregate amount less than the increase in the Total Commitment Amount requested by Nordsonaggregate Commitments pursuant to this Section 2.22 and which other changes do not adversely affect the rights of those Lenders who do not elect to increase their respective Commitments, Nordson may arrange for one or more banks or in each case without the consent of the Lenders other entities that are reasonably acceptable than those Lenders increasing their Commitments. Increases in the Revolving Commitments shall be allocated two- thirds (2/3) to Agent the Revolving Tranche A Commitments and one-third (each such Person so agreeing being an “Augmenting Bank”1/3) so long as such Augmenting Bank shall have a to the Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Nordson and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunderTranche B -57- Commitments. Any fees payable by the Borrower upon any such increase in the Total Commitment Amount may aggregate Commitments shall be made in an amount that is less than agreed upon by the increase requested by Nordson if Nordson is unable to arrange for, or chooses not to arrange for, Augmenting Banks, in Agent and the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as Borrower at the case may be, in excess time of the aggregate increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountincrease.
Appears in 1 contract
Samples: Credit Facilities Agreement (Choice Hotels International Inc /De)
Increase in Commitment. (i) At any time upon written notice to Agentduring the Commitment Increase Period, Nordson Administrative Borrower may request that Agent increase the Total Commitment Revolving Amount be increased by an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until Revolving Amount up to an amount that shall not exceed the last day of the Commitment Period, provided that (A) no Default or Event of Default has occurred and is continuing at the time of Maximum Revolving Amount. Each such request and on the date of any such for an increase and (B) Nordson shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum an amount of Twenty-at least Five Million Dollars ($25,000,0005,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (i) and increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new commitment under the date on which such increase is requested Revolving Credit Commitment, as a party to become effective this Agreement (which collectively, the “Additional Commitments”); provided that existing Lenders shall be not less than 10 given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, all of the Lenders agree that Agent shall permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Administrative Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days nor more than sixty (60) days after prior to the date of the effectiveness of such request Additional Commitments (each an “Additional Lender Assumption Effective Date”), (C) Borrowers shall execute and thatdeliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent, and (D) Borrowers shall, on the Additional Lender Assumption Effective Date, deliver to Agent, for the benefit of the Lenders, (1) written confirmation (in any event, must be at least ninety (90form and substance reasonably satisfactory to Agent) days prior that Epiq shall have given written notice to each Convertible Subordinated Noteholder that the Obligations incurred pursuant to the last day of Additional Commitments are being designated as Senior Indebtedness (as defined in the Commitment PeriodConvertible Subordinated Notes), and (2) a certificate and any other reasonable evidence required by Agent or the Required Lenders demonstrating that all terms and conditions for designating Senior Indebtedness (as defined in the Convertible Subordinated Notes) under the Convertible Subordinated Notes are being met. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall offer each Bank make adjustments among themselves with respect to the opportunity to increase its Revolving Commitment. Each Bank shallLoans then outstanding and amounts of principal, by notice to Nordson interest, commitment fees and Agent given not more than ten (10) days after other amounts paid or payable with respect thereto as shall be necessary, in the date opinion of Agent’s notice, either agree in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b) (and Borrowers shall pay to the Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more Eurodollar Loans). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to Section 2.9(a) hereof) without the prior written consent of such Lender. Borrowers shall not request any increase its in the Revolving Commitment by all Amount pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase (including a portion pro forma calculation of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as financial covenants set forth abovein Section 5.7 hereof) would exist. Upon each increase of the Revolving Amount, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Nordson and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be made in an amount that is less than the increase requested by Nordson if Nordson is unable to arrange for, or chooses not to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountproportionally increased.
Appears in 1 contract
Increase in Commitment. At any time during the Commitment Increase Period, Borrower may request that Agent increase the Revolving Amount from the Closing Revolving Amount up to the Maximum Revolving Amount by either (i) At any time upon increasing, for one or more Revolving Lenders, with their prior written notice to consent, their respective Applicable Commitment Percentage of the Revolving Credit Commitment, or (ii) with the prior written consent of Agent, Nordson including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment and the Term Loan Commitment, as a party to this Agreement (collectively, the “Additional Commitment”). During the Commitment Increase Period, all of the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Percentages for each of the Lenders with respect to the Revolving Credit Commitment and the Term Loan Commitment (revised so that each Lender will have a new Applicable Commitment Percentage for the Revolving Credit Commitment and the Term Loan Commitment), at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent. The Revolving Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans and the Term Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Applicable Commitment Percentages and to otherwise carry out fully the intent and terms of this subsection (b). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to Section 2.10(a) hereof) without the prior written consent of such Lender. Borrower shall not request that any increase in the Revolving Amount pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would exist. Upon the increase of the Revolving Amount, the Total Commitment Amount shall be increased by an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until the last day of the Commitment Period, provided that (A) no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any such increase and (B) Nordson shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Nordson and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be made in an amount that is less than the increase requested by Nordson if Nordson is unable to arrange for, or chooses not to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountAmount.
Appears in 1 contract
Samples: Assignment and Acceptance Agreement (Shiloh Industries Inc)
Increase in Commitment. (i) At any time upon written notice to Agent, Nordson may request that the Total Commitment Amount be increased by an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until the last day of the Commitment Period, provided that (A) Provided no Default or Event of Default has occurred and is continuing continuing, the Company may, on any Business Day on or prior to the Revolving Credit Termination Date, from time to time, increase the aggregate amount of the U.S. Dollar Commitments and/or the Multicurrency Commitments by delivering a Commitment Amount Increase Request in the form of Exhibit D hereto at least five (5) Business Days prior to the time desired effective date of such request increase (the “Commitment Amount Increase”) identifying an additional Lender acceptable to the Agent and each Applicable Issuer in its reasonable discretion or additional U.S. Dollar Commitment and/or Multicurrency Commitment agreed to be made by any existing Lender (each such additional Lender or existing Lender (in its capacity as such) being referred to as an “Additional Lender”) and the amount of its U.S. Dollar Commitment and/or Multicurrency Commitment (or additional amount of its U.S. Dollar Commitment and/or Multicurrency Commitment). The aggregate amount of all such Commitment Amount Increases shall not exceed -12- $400,000,000. The effective date of the Commitment Amount Increase shall be agreed upon by the Company, such Additional Lender and the Agent (whose agreement shall not be unreasonably withheld, conditioned or delayed). Upon the effectiveness thereof, each Additional Lender shall advance the relevant Revolving Loans and purchase Participating Interests in all then outstanding Letters of Credit in an amount sufficient such that after giving effect to such relevant Revolving Loans and purchases each Lender (including such Additional Lender) shall have outstanding its respective Percentage of the aggregate Revolving Loans and Participating Interests then outstanding. It shall be a condition to such effectiveness that no Eurodollar Loans be outstanding on the date of such effectiveness unless the Borrowers pay all amounts due under Section 2.5 hereof, and that the Company shall not have terminated any such increase portion of the Aggregate Revolving Commitments pursuant to Section 3.5(a) hereof. The Company agrees to pay any reasonable fees or expenses of the Agent (including reasonable fees and (Bdisbursements of counsel) Nordson relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank the opportunity obligation to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Aggregate Revolving Commitment by all or a portion of the offered amount (and no Lender’s Aggregate Revolving Commitment shall be increased without its consent thereto, and each such Bank so agreeing being an “Increasing Bank”) or Lender may at its option, unconditionally and without cause, decline to increase its Aggregate Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Nordson and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be made in an amount that is less than the increase requested by Nordson if Nordson is unable to arrange for, or chooses not to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountCommitment.
Appears in 1 contract
Samples: Credit Agreement (Emcor Group Inc)
Increase in Commitment. (i) At any time upon written notice to Agentduring the Commitment Increase Period, Nordson Administrative Borrower may request that Agent increase the Total Commitment Amount be increased by an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until Commitment Amount up to the last day of the Maximum Commitment PeriodAmount by either, provided that (A) no Default or Event of Default has occurred and is continuing at the time option of such request and on the date of any such increase and Administrative Borrower, (Bi) Nordson shall have delivered to Agentincreasing, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks Lenders, with their prior written consent, their respective Revolving Credit Commitments, or other entities that are reasonably (ii) including one or more Additional Lenders, acceptable to Administrative Borrower, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide the Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the effectiveness of such Additional Commitments (each such Person so agreeing being an “Augmenting BankAdditional Lender Assumption Effective Date”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Nordson and (C) US Borrowers and, as appropriate, each Augmenting Bank Foreign Borrower shall execute all and deliver to Agent and the Lenders such documentation replacement or additional Revolving Credit Notes as shall be required by Agent. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall reasonably specify make adjustments among themselves with respect to evidence its the Revolving Loans then outstanding and amounts of principal, interest, facility fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment and/or its status as a Bank with a Revolving Commitment hereunderPercentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Any Borrowers shall not request any increase in the Total Commitment Amount may be made in pursuant to this Section 2.9(b) if a Default or an amount that is less than the increase requested by Nordson if Nordson is unable to arrange forEvent of Default shall then exist, or chooses not immediately after giving effect to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate any such increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountwould exist.
Appears in 1 contract
Samples: Credit Agreement (IHS Inc.)
Increase in Commitment. (ia) At any After the Closing Date, the Borrowers shall have the one time upon written notice right to Agent, Nordson may request that the Total Commitment Amount be increased by Administrative Agent obtain additional Commitments (the "ADDITIONAL COMMITMENT") so that the Commitments aggregate an amount not equal to exceed Two Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until the last day of the Commitment Period, provided that (A) no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any such increase and (B) Nordson shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum amount of Twenty-Five Million Dollars ($25,000,000225,000,000) (the "INCREASED FACILITY AMOUNT"), which request shall be made by the Company on behalf of the Borrowers giving written notice (the "ADDITIONAL COMMITMENT NOTICE") and to the Administrative Agent prior to the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) 180 days prior to the last day Maturity Date setting forth such details with respect thereto as are reasonably requested by the Administrative Agent. Upon such request, the Administrative Agent shall, at the Borrowers' sole cost and expense of documentation and legal fees in connection therewith, use its reasonable efforts, in accordance with its customary syndication procedures, with the assistance of the Commitment PeriodBorrowers, to arrange a syndicate of Lenders with Commitments (including the initial Commitments), and shall offer each Bank aggregating the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) Increased Facility Amount on or before the date which is 150 days after the date Additional Commitment Notice was received by the Administrative Agent (the "SYNDICATION EXPIRATION DATE"). The Administrative Agent shall first offer to the existing Lenders the option to participate in the proposed Additional Commitment to the extent of Agent’s notice, either each Lender's pro-rata share of the proposed Additional Commitment prior to proposing additional bank syndicate members. If any existing Lender shall not agree to increase provide its Revolving pro-rata share of the proposed Additional Commitment by within 10 days after receipt from the Administrative Agent of a request to accept such pro-rata share of the proposed Additional Commitment, prior to commencing syndication, the Administrative Agent shall submit a list of proposed bank syndicate members (who indicate a willingness to accept all or a portion of the offered amount (each of the proposed Additional Commitment) to the Borrowers; provided, that, notwithstanding any existing Lender's rejection of its pro-rata share of the proposed Additional Commitment, such Bank so agreeing being an “Increasing Bank”) or decline existing Lender shall remain a Lender hereunder, subject to increase its Revolving Commitment (the terms and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment conditions hereof. From and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). Ifafter the Syndication Expiration Date, on the 10th day after Administrative Agent shall have delivered notice as set forth aboveno further obligation to syndicate the facility or to obtain or accept any additional Commitments. Notwithstanding the foregoing, during the period after the giving of the Additional Commitment Notice and prior to the Syndication Expiration Date, the Increasing Banks Lender which is the Administrative Agent shall have agreed pursuant the right, at its option, to commit to make the Additional Commitment available to the preceding sentence Borrowers and, if the Lender which is the Administrative Agent shall so elect to commit to making the Additional Commitment available to the Borrowers, to arrange a syndicate of Lenders with Commitments aggregating the Increased Facility Amount. In the event that lenders commit to any such increase, any new lender shall execute an accession agreement to this Agreement, the Commitments of the existing Lenders which have committed to provide any of the Additional Commitment shall be increased, the pro-rata shares of the Lenders shall be adjusted, the Borrowers shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Commitments, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Lenders have agreed to increase their Revolving respective Commitments by or make new Commitments in response to the Borrowers' request for an aggregate amount less than the increase in the Total Commitment Amount requested aggregate Commitments pursuant to this Section 2.20 and which other changes do not adversely affect the rights of those Lenders who do not elect to increase their respective Commitments, in each case without the consent of the Lenders other than those Lenders increasing their Commitments. The fees payable by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each the Borrowers upon any such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Nordson and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may aggregate Commitments shall be made in an amount that is less than agreed upon by the increase requested by Nordson if Nordson is unable to arrange for, or chooses not to arrange for, Augmenting Banks, in Administrative Agent and the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as Borrowers at the case may be, in excess time of the aggregate increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountincrease.
Appears in 1 contract
Increase in Commitment. (i) At any time upon written notice to Agentduring the Commitment Increase Period, Nordson Administrative Borrower may request that Agent increase the Total Commitment Amount be increased by from the Closing Commitment Amount up to an amount that shall not to exceed Two Hundred Fifty the Maximum Commitment Amount. Each such increase shall be in an amount of at least Five Million Dollars ($250,000,0005,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (i) in increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new commitment under the aggregate for Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, all such increases from the Closing Date until the last day of the Commitment Period, provided Lenders agree that Agent shall permit one or more Additional Commitments upon satisfaction of the following requirements: (A) no Default or Event each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Administrative Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of Default has occurred and is continuing the Lenders, if appropriate, at the time of such request and on least three Business Days prior to the date of any the effectiveness of such increase Additional Commitments (each an “Additional Lender Assumption Effective Date”), (C) Borrowers shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent, and (BD) Nordson shall have delivered Borrowers shall, on the Additional Lender Assumption Effective Date, deliver to Agent, together with such for the benefit of the Lenders, (1) written notice, a copy of Nordson’s duly adopted corporate resolutions, confirmation (in form and substance reasonably satisfactory to Agent) that EPIQ shall have given written notice to each Convertible Subordinated Noteholder that the Obligations incurred pursuant to the Additional Commitments are being designated as Senior Indebtedness (as defined in the Convertible Subordinated Notes), and (2) a certificate and any other reasonable evidence required by Agent or the Required Lenders demonstrating that all terms and conditions for designating Senior Indebtedness (as defined in the Convertible Subordinated Notes) under the Convertible Subordinated Notes are being met. The Lenders hereby authorize the borrowing Agent to execute each Additional Lender Assumption Agreement on behalf of the requested increase Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the Total opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment AmountPercentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). In connection therewith, which resolutions shall be certified by it is understood and agreed that the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt Maximum Amount of any such request, Agent shall deliver a copy Lender will not be increased (or decreased except pursuant to Section 2.9(a) hereof) without the prior written consent of such Lender. Borrowers shall not request to each Bank. Nordson shall set forth in such request the amount of the requested any increase in the Total Commitment Amount (which in each case pursuant to this Section 2.9(b) if a Default or an Event of Default shall be in a minimum amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which then exist, or immediately after giving effect to any such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day including a pro forma calculation of the Commitment Period), and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as financial covenants set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”Section 5.7 hereof) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Nordson and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be made in an amount that is less than the increase requested by Nordson if Nordson is unable to arrange for, or chooses not to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountwould exist.
Appears in 1 contract
Increase in Commitment. (i) At any time upon written notice to Agentduring the Commitment Increase Period, Nordson Borrower may request that Agent increase the Total Commitment Amount from the Closing Commitment Amount up to the Maximum Commitment Amount. Each such increase shall be increased by an amount not to exceed Two Hundred Fifty in increments of at least Five Million Dollars ($250,000,0005,000,000) in the aggregate and may be made by either (i) proportionally increasing, for all such increases from the Closing Date until the last day one or more Lenders, with their prior written consent, their respective Maximum Amounts, or (ii) including one or more Additional Lenders, each with a new Maximum Amount of the Revolving Credit Commitment, as a party to this Agreement (collectively, the "Additional Commitment"). During the Commitment Increase Period, provided the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any such increase and each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Nordson Agent shall have delivered provide to each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the effectiveness of such Additional Commitments (each an "Assumption Effective Date"), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, together with in order to reallocate among such written noticeLenders such outstanding amounts, a copy based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions this subsection (b). Borrower shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of not request any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount pursuant to this subsection (which in each case b) if a Default or an Event of Default shall be in a minimum amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which then exist, or immediately after giving effect to any such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Nordson and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be made in an amount that is less than the increase requested by Nordson if Nordson is unable to arrange for, or chooses not to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountwould exist.
Appears in 1 contract
Increase in Commitment. (i) At any time upon written notice to Agentduring the Commitment Increase Period, Nordson Administrative Borrower may request that Agent increase the Total Commitment Amount to the Maximum Commitment Amount by either (i) increasing, for one or more Banks, with and subject to their prior written consent, their respective Revolving Credit Commitments, or (ii) with and subject to the prior written consent of Agent, including one or more Additional Banks, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”). During the Commitment Increase Period, the Banks agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Bank, if any, shall execute an Additional Bank Assumption Agreement, (B) Agent shall provide to each Bank a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Banks, if appropriate, at least three Business Days prior to the effectiveness of such Additional Commitments (each an “Additional Bank Assumption Effective Date”), and (C) Borrowers shall execute and deliver to Agent and the Banks such replacement or additional Revolving Credit Notes as shall be increased required by an amount not Agent. The Banks hereby authorize Agent to exceed Two Hundred Fifty Million Dollars ($250,000,000) execute each Additional Bank Assumption Agreement on behalf of the Banks. On each Additional Bank Assumption Effective Date, the Banks shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the aggregate for all opinion of Agent, in order to reallocate among such increases from Banks such outstanding amounts, based on the Closing Date until revised Commitment Percentages and to otherwise carry out fully the last day intent and terms of this subsection (b). It is a condition precedent to Borrowers’ ability to request any increase in the Total Commitment Amount pursuant to this subsection (b) that Borrowers shall have demonstrated to the satisfaction of the Commitment Period, provided that Agent compliance with each of the following: (Ax) no Default or Event of Default has occurred shall then exist, or immediately after giving effect to any such increase would exist, and is continuing at (y) MTCT shall have completed a secondary stock offering raising a minimum of $50,000,000 in additional equity. Borrowers shall pay any attorneys’ fees or other expenses of Agent in connection with the time of such request and on the date documentation of any such increase and (B) Nordson shall have delivered to Agentincrease, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long well as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Nordson and each Augmenting Bank shall execute all such documentation other fees as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be made in an amount that is less than the increase requested by Nordson if Nordson is unable to arrange for, or chooses not to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountagreed upon between Borrowers and Agent.
Appears in 1 contract
Samples: Credit Agreement and Revolving Credit Notes (MTC Technologies Inc)
Increase in Commitment. (i) At any time upon written notice to Agent, Nordson may request that the Total Commitment Amount be increased by an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until the last day of the Commitment Period, provided that (A) Provided no Default or Event of Default has occurred and is continuing continuing, the Company may, on any Business Day on or prior to the Revolving Credit Termination Date, from time to time, increase the aggregate amount of the U.S. Dollar Commitments and/or the Multicurrency Commitments by delivering a Commitment Amount Increase Request in the form of Exhibit D hereto at least five (5) Business Days prior to the time desired effective date of such request increase (the “Commitment Amount Increase”) identifying an additional Lender acceptable to the Agent and each Applicable Issuer in its reasonable discretion or additional U.S. Dollar Commitment and/or Multicurrency Commitment agreed to be made by any existing Lender (each such additional Lender or existing Lender (in its capacity as such) being referred to as an “Additional Lender”) and the amount of its U.S. Dollar Commitment and/or Multicurrency Commitment (or additional amount of its U.S. Dollar Commitment and/or Multicurrency Commitment). The aggregate amount of all such Commitment Amount Increases shall not exceed $600,000,000. The effective date of the Commitment Amount Increase shall be agreed upon by the Company, such Additional Lender and the Agent (whose agreement shall not be unreasonably withheld, conditioned or delayed). Upon the effectiveness thereof, each Additional Lender shall advance the relevant Revolving Loans and purchase Participating Interests in all then outstanding Letters of Credit in an amount sufficient such that after giving effect to such relevant Revolving Loans and purchases each Lender (including such Additional Lender) shall have outstanding its respective Percentage of the aggregate Revolving Loans and Participating Interests then outstanding. It shall be a condition to such effectiveness that no EurodollarSOFR Loans be outstanding on the date of such effectiveness unless the Borrowers pay all amounts due under Section 2.5 hereof, and that the Company shall not have terminated any such increase portion of the Aggregate Revolving Commitments pursuant to Section 3.5(a) hereof. The Company agrees to pay any reasonable fees or expenses of the Agent (including reasonable fees and (Bdisbursements of counsel) Nordson relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank the opportunity obligation to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Aggregate Revolving Commitment by all or a portion of the offered amount (and no Lender’s Aggregate Revolving Commitment shall be increased without its consent thereto, and each such Bank so agreeing being an “Increasing Bank”) or Lender may at its option, unconditionally and without cause, decline to increase its Aggregate Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Nordson and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be made in an amount that is less than the increase requested by Nordson if Nordson is unable to arrange for, or chooses not to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountCommitment.
Appears in 1 contract
Samples: Credit Agreement (EMCOR Group, Inc.)
Increase in Commitment. (i) At any time upon written notice to Agentduring the Commitment Increase Period, Nordson US Borrower may request that increase the Total Commitment Amount be increased by an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until Commitment Amount up to the last day of the Maximum Commitment Period, provided that Amount (A) no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any such increase and (B) Nordson shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested corresponding increase in the Total Commitment Maximum US Revolving Amount) by either (i) increasing, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks US Lenders, with their prior written consent (and with the prior written consent of Agent), their respective US Revolving Credit Commitments, or other entities that are reasonably acceptable to (ii) including one or more Additional Lenders, with the prior written consent of Agent (which shall not be unreasonably withheld), each with a new US Revolving Credit Commitment, as a party to this Agreement (collectively, the "Additional Commitment"). During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to each Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Person so agreeing being Additional Commitments (each an “Augmenting Bank”"Additional Lender Assumption Effective Date"), (C) so long as such Augmenting Bank each Additional Lender's US Revolving Credit Commitment shall have a Revolving Commitment be for an amount of not no less than Ten Million Dollars ($10,000,000), and Nordson and each Augmenting Bank (D) US Borrower shall execute all and deliver to Agent and the US Lenders such documentation replacement or additional US Revolving Credit Notes as shall be required by Agent (to the extent Notes have been requested by the affected Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the US Lenders shall reasonably specify make adjustments among themselves with respect to evidence its the US Revolving Loans then outstanding and amounts of principal, interest and facility fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such US Lenders such outstanding amounts, based on the revised Applicable Commitment and/or its status as a Bank with a Revolving Commitment hereunderPercentages and to otherwise carry out fully the intent and terms of this Section 2.10(b). Any In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to Section 2.10(a) hereof) without the prior written consent of such Lender. US Borrower shall not increase in the Total Commitment Amount may be made in an amount that is less than the increase requested by Nordson if Nordson is unable pursuant to arrange for, or chooses not to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amount.this Section
Appears in 1 contract
Samples: Credit Agreement (Applied Industrial Technologies Inc)
Increase in Commitment. At any time during the Commitment Increase Period, Administrative Borrower may request that Agent and the Lenders (i) At increase the Revolving Credit Commitment (any time upon written notice such increase, an “Incremental Revolving Credit Increase”) and/or (ii) provide one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to Agentmake one or more term loan (any such term loan, Nordson may request that an “Incremental Term Loan”), in an aggregate principal amount for all such Incremental Revolving Credit Increases and Incremental Term Loans incurred during the Total Commitment Amount be increased by an amount term of this Agreement not to exceed Two Three Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until the last day of the Commitment Period, provided that (A) no Default or Event of Default has occurred and is continuing at the time of 300,000,000). Each such request and on the date of any such increase and (B) Nordson shall have delivered to Agentfor an Incremental Revolving Credit Increase and/or Incremental Term Loan, together with such written noticeas applicable, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum an amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and Nordson and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be made in by either (x) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments and/or the addition of an amount that is less than Incremental Term Loan Commitment, and/or (y) including one or more Additional Lenders, each with a new commitment under the increase requested by Nordson if Nordson is unable to arrange for, Revolving Credit Commitment or chooses not to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitmentswith an Incremental Term Loan Commitment, as applicable, as a party to this Agreement (each an “Additional Commitment” and, collectively, the case “Additional Commitments”); provided that existing Lenders (other than any “institutional” lender) shall be given the first opportunity to provide Additional Commitments. Each Incremental Term Loan may bebe made as a term loan “A” to be made by one or more Lenders or Additional Lenders and/or a term loan “B” to be made by one or more “institutional” lenders on customary terms determined by Agent, in excess of the aggregate increase amount requested by NordsonUS Borrower and such Additional Lenders, then Agent shallLenders or lenders, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountas applicable.
Appears in 1 contract
Increase in Commitment. (i) At any time upon written notice to Agentduring the Commitment Increase Period, Nordson Administrative Borrower may request that Agent increase the Total Commitment Amount be increased by an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until Commitment Amount up to an amount that shall not exceed the last day Maximum Commitment Amount by either, at the option of Administrative Borrower, (i) increasing, for one or more Lenders, with their prior written consent, their respective amounts of the Revolving Credit Commitment, or (ii) including one or more Additional Lenders, acceptable to Administrative Borrower, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided that the existing Lenders shall be given the opportunity to provide the Additional Commitments prior to the inclusion of any Additional Lenders. During the Commitment Increase Period, provided all of the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) no Default or Event each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of Default has occurred and is continuing the Lenders, if appropriate, at the time of such request and on least three Business Days prior to the date of any effectiveness of such increase Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (BC) Nordson US Borrowers and, as appropriate, each Foreign Borrower shall have delivered execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, together with in order to reallocate among such written noticeLenders such outstanding amounts, a copy based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of Nordson’s duly adopted corporate resolutionsthis Section 2.9(b). In connection therewith, in form it is understood and substance satisfactory to Agent, agreed that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt Maximum Amount of any such request, Agent shall deliver a copy Lender will not be increased (or decreased except pursuant to Section 2.9(a) hereof) without the prior written consent of such Lender. Borrowers shall not request to each Bank. Nordson shall set forth in such request the amount of the requested any increase in the Total Commitment Amount (which in each case pursuant to this Section 2.9(b) if a Default or an Event of Default shall be in a minimum amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which then exist, or immediately after giving effect to any such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Nordson and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be made in an amount that is less than the increase requested by Nordson if Nordson is unable to arrange for, or chooses not to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountwould exist.
Appears in 1 contract
Samples: Credit Agreement (IHS Inc.)
Increase in Commitment. (i) At any time upon written notice to Agent, Nordson may request that the Total Commitment Amount be increased by an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until the last day of the Commitment Period, provided that (A) Provided no Default or Event of Default has occurred and is continuing continuing, the Company may, on any Business Day on or prior to the Termination Date, from time to time, increase the aggregate amount of the Commitments up to a maximum amount of $650,000,000 by delivering a Commitment Amount Increase Request in the form of Exhibit E hereto at least five (5) Business Days prior to the time desired effective date of such request increase (the “Commitment Amount Increase”) identifying an additional Lender acceptable to the Agent and each Applicable Issuer in their reasonable discretion or additional Commitment agreed to be made by any existing Lender (each such additional Lender or existing Lender (in its capacity as such) being referred to as an “Additional Lender”) and the amount of its Commitment (or additional amount of its Commitment). The effective date of the Commitment Amount Increase shall be agreed upon by the Company, such Additional Lender and the Agent (whose agreement shall not be unreasonably withheld, conditioned or delayed). Upon the effectiveness thereof, each Additional Lender shall advance Revolving Loans and purchase Participating Interests in all then outstanding Letters of Credit in an amount sufficient such that after giving effect to such Revolving Loans and purchases each Lender (including such Additional Lender) shall have outstanding its respective Percentage of the aggregate Revolving Loans and Participating Interests then outstanding. It shall be a condition to such effectiveness that no Eurodollar Loans be outstanding on the date of such effectiveness and that the Company shall not have terminated any such increase portion of the Commitments pursuant to Section 3.5(a) hereof. The Company agrees to pay any reasonable fees or expenses of the Agent (including reasonable fees and (Bdisbursements of counsel) Nordson relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank the opportunity obligation to increase its Revolving Commitment. Each Bank shallCommitment and no Lender’s Commitment shall be increased without its consent thereto, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s noticeeach Lender may at its option, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or unconditionally and without cause, decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Nordson and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be made in an amount that is less than the increase requested by Nordson if Nordson is unable to arrange for, or chooses not to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountCommitment.
Appears in 1 contract
Samples: Credit Agreement (Emcor Group Inc)
Increase in Commitment. (i) At any time upon written notice to Agent, Nordson may request that the Total Commitment Amount be increased by an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until the last day of the Commitment Period, provided that (A) Provided no Default or Event of Default has occurred and is continuing continuing, the Company may, on any Business Day on or prior to the Revolving Credit Termination Date, from time to time, increase the aggregate amount of the U.S. Dollar Commitments and/or the Multicurrency Commitments by delivering a Commitment Amount Increase Request in the form of Exhibit D hereto at least five (5) Business Days prior to the time desired effective date of such request increase (the “Commitment Amount Increase”) identifying an additional Lender acceptable to the Agent and each Applicable Issuer in its reasonable discretion or additional U.S. Dollar Commitment and/or Multicurrency Commitment agreed to be made by any existing Lender (each such additional Lender or existing Lender (in its capacity as such) being referred to as an “Additional Lender”) and the amount of its U.S. Dollar Commitment and/or Multicurrency Commitment (or additional amount of its U.S. Dollar Commitment and/or Multicurrency Commitment). The aggregate amount of all such Commitment Amount Increases shall not exceed $300,000,000. The effective date of the Commitment Amount Increase shall be agreed upon by the Company, such Additional Lender and the Agent (whose agreement shall not be unreasonably withheld, conditioned or delayed). Upon the effectiveness thereof, each Additional Lender shall advance the relevant Revolving Loans and purchase Participating Interests in all then outstanding Letters of Credit in an amount sufficient such that after giving effect to such relevant Revolving Loans and purchases each Lender (including such Additional Lender) shall have outstanding its respective Percentage of the aggregate Revolving Loans and Participating Interests then outstanding. It shall be a condition to such effectiveness that no Eurodollar Loans be outstanding on the date of such effectiveness unless the Borrowers pay all amounts due under Section 2.5 hereof, and that the Company shall not have terminated any such increase portion of the Aggregate Revolving Commitments pursuant to Section 3.5(a) hereof. The Company agrees to pay any reasonable fees or expenses of the Agent (including reasonable fees and (Bdisbursements of counsel) Nordson relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank the opportunity obligation to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Aggregate Revolving Commitment by all or a portion of the offered amount (and no Lender’s Aggregate Revolving Commitment shall be increased without its consent thereto, and each such Bank so agreeing being an “Increasing Bank”) or Lender may at its option, unconditionally and without cause, decline to increase its Aggregate Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Nordson and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be made in an amount that is less than the increase requested by Nordson if Nordson is unable to arrange for, or chooses not to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amountCommitment.
Appears in 1 contract
Samples: Credit Agreement (Emcor Group Inc)
Increase in Commitment. At any time during the Commitment Increase Period, Borrower may request that Agent increase the Revolving Amount from the Closing Revolving Amount up to the Maximum Revolving Amount by either (i) At any time proportionally increasing, for one or more Revolving Lenders, with their prior written consent, their respective Applicable Commitment Percentage of the Revolving Credit Commitment, or (ii) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent shall permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Revolving Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Percentages for each of the Revolving Lenders with respect to the Revolving Credit Commitment (revised so that each Revolving Lender will have a new Applicable Commitment Percentage for the Revolving Credit Commitment), at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), (C) Borrower shall execute and deliver to Agent and the Revolving Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent, and (D) Borrower shall, on the Additional Lender Assumption Effective Date, deliver to Agent, for the benefit of the Lenders, (1) written confirmation (in form and substance reasonably satisfactory to Agent) that Borrower shall have given written notice to each Convertible Subordinated Noteholder that the Obligations incurred pursuant to the Additional Commitments are being designated as Senior Indebtedness (as defined in the Convertible Subordinated Notes), and (2) a certificate and any other reasonable evidence required by Agent or the Required Lenders demonstrating that all terms and conditions for designating Senior Indebtedness (as defined in the Convertible Subordinated Notes) under the Convertible Subordinated Notes are being met. The Revolving Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Revolving Lenders. On each Additional Lender Assumption Effective Date, the Revolving Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, Nordson may in order to reallocate among such Revolving Lenders such outstanding amounts, based on the revised Applicable Commitment Percentages and to otherwise carry out fully the intent and terms of this subsection (b). In connection therewith, it is understood and agreed that the Maximum Amount of any Revolving Lender will not be increased (or decreased except pursuant to Section 2.10(a) hereof) without the prior written consent of such Revolving Lender. Borrower shall not request that any increase in the Revolving Amount (or the Total Commitment Amount) pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would exist. Upon each increase of the Revolving Amount, the Total Commitment Amount shall be proportionally increased by an amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) in the aggregate for all such increases from the Closing Date until Commitment Amount up to the last day of the Commitment Period, provided that (A) no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any such increase and (B) Nordson shall have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Maximum Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum amount of Twenty-Five Million Dollars ($25,000,000)) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the date of such request and that, in any event, must be at least ninety (90) days prior to the last day of the Commitment Period), and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Nordson and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be made in an amount that is less than the increase requested by Nordson if Nordson is unable to arrange for, or chooses not to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amount.
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Samples: Assignment and Acceptance Agreement (Epiq Systems Inc)