Increase in Commitment. (a) The Borrower may increase the aggregate amount of the Commitments by an amount not greater than $50,000,000 (any such increase, a “Commitment Increase”) by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders. (b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase. (c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increase. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 2 contracts
Samples: Revolving Credit Agreement (South Jersey Gas Co/New), Revolving Credit Agreement (South Jersey Industries Inc)
Increase in Commitment. (a) The At any time during the Commitment Increase Period, Borrower may request that Agent increase the aggregate Total Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such request for an increase shall be in an amount of the Commitments at least Ten Million Dollars ($10,000,000), increased by an amount not greater than increments of One Million Dollars ($50,000,000 1,000,000), and may be made by either (any such increasei) increasing, a “Commitment Increase”) by designating either 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 existing Lenders (each of whichagree that Agent, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or permit one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum Commitments upon satisfaction of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon following requirements: (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth if any, shall be an Eligible Transferee and 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 Commitment Percentages for each of the new commitments 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 Commitment Percentage of each (C) Borrower shall execute and deliver to Agent and the Lenders such Lender replacement or additional Revolving Credit Notes as shall be required by Agent (and setting forth requested by the agreement of Lenders). The Lenders hereby authorize Agent to execute each Additional Lender to become a party to this Assumption Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part behalf of the Borrower Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Commitment Increase Revolving Loans then outstanding and such opinions amounts of counsel for the Borrower principal, interest, facility fees and other amounts paid or payable with respect to the Commitment Increase thereto as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase andnecessary, in the case opinion of an Additional LenderAgent, in order to reallocate among such Additional Lender’s Commitment. The funds so provided by any Lenders such Lender shall be deemed to be a Loan or Loans made by such Lender outstanding amounts, based on the date revised Commitment Percentages and to otherwise carry out fully the intent and terms of such Commitment Increase, with such Loan(sthis Section 2.9(b) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent Lenders any amounts payable that 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 9.07(bsubsection (a) hereof) without the prior written consent of such Lender. Borrower shall not request any increase in connection with such the Total Commitment Increase.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date Amount pursuant to paragraph (cthis Section 2.9(b) aboveif a Default or an Event of Default shall then exist, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising or immediately after giving pro forma effect to any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of timeincrease would exist.
Appears in 2 contracts
Samples: Fourth Amendment Agreement (Cintas Corp), Fourth Amendment Agreement (Cintas Corp)
Increase in Commitment. (ai) The At any time during the Commitment Increase Period, the Borrower may request that the Administrative Agent increase the Total Commitment Amount by increasing the Maximum Revolving Amount; provided that the aggregate amount of the Commitments by all such increases made pursuant to this Section 2.9(b) shall not exceed One Hundred Fifty Million Dollars ($150,000,000). Each such request for an increase shall be in an amount not greater than of at least Ten Million Dollars ($50,000,000 10,000,000), and may be made by either (any such increaseA) increasing, a “Commitment Increase”) by designating either for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (B) 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”).
(ii) During the Commitment Increase Period, all of the existing Lenders (each of whichagree that the Administrative Agent, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or permit one or more Eligible Assignees reasonably acceptable Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) each Additional Commitment from an Additional Lender, if any, shall be in an amount of at least Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to the 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 prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (D) the Borrower shall execute and deliver to the Administrative Agent that at and the time agree, in Lenders such replacement or additional Revolving Credit Notes as shall be required by the case of any existing Lender to increase its Commitment Administrative Agent (an “Increasing Lender”) and, in and requested by the case of any other Eligible Assignee (an “Additional Lender”Lenders), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 hereby authorize the Administrative Agent, which shall promptly provide a copy Agent to execute each Additional Lender Assumption Agreement on behalf of such notice to the Lenders.
(biii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of On each Additional Lender to become a party to this Agreement and to be bound by all Assumption Effective Date, the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower Lenders shall make adjustments among themselves with respect to the Commitment Increase Loans then outstanding and such opinions amounts of counsel for the Borrower principal, interest, commitment fees and other amounts paid or payable with respect to thereto as shall be necessary, in the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses opinion of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculatedAgent, in each caseorder to reallocate among such Lenders such outstanding amounts, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender based on the date revised Commitment Percentages and to otherwise carry out fully the intent and terms of such Commitment Increase, with such Loan(sthis Section 2.9(b) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent Lenders any amounts that would be payable pursuant to Section 9.07(b) in 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more Eurocurrency Loans). In connection with such Commitment Increase.
(d) Notwithstanding any provision contained herein to therewith, it is understood and agreed that the contrary, from and after the date 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. The Borrower shall not request any increase in the Total Commitment Increase 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, would exist. At the time of any such increase, at the request of the Administrative Agent, the Credit Parties and the making Lenders shall enter into an amendment to evidence such increase and to address related provisions as deemed necessary or appropriate by the Administrative Agent. Upon each increase of any Loans on such date pursuant to paragraph (c) abovethe Maximum Revolving Amount, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan Total Commitment Amount shall take into account be increased by the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of timesame amount.
Appears in 2 contracts
Samples: Credit and Security Agreement (Sleep Number Corp), Credit and Security Agreement (Sleep Number Corp)
Increase in Commitment. (a) The At any time during the Commitment Increase Period, Borrower may request that Agent increase the aggregate Total Commitment Amount from the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an amount of the Commitments at least Ten Million Dollars ($10,000,000), increased by an amount not greater than increments of One Million Dollars ($50,000,000 1,000,000), and may be made by either (any such increasei) proportionally increasing, a “Commitment Increase”) by designating either for one or more of 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 existing “Additional Commitment”). During the Commitment Increase Period, the Lenders (each of whichagree that Agent, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall be an Eligible Assignees reasonably acceptable Transferee and 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 Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the Administrative effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent that at and the time agreeLenders such 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 make adjustments among themselves with respect to 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 case opinion of any existing Lender to increase its Commitment (an “Increasing Lender”) andAgent, in order to reallocate among such Lenders such outstanding amounts, based on the case revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower shall not request any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases increase in the Commitments of the Increasing Lenders Commitment pursuant to this Section 2.08 plus the Commitments 2.9(b) if a Default or an Event of the Additional Lenders upon giving effect to the Commitment Increase Default shall not in the aggregate exceed the amount of the Commitment Increase then exist, or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and immediately after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increaseincrease would exist.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 2 contracts
Samples: Credit Agreement (Cintas Corp), Credit Agreement (Cintas Corp)
Increase in Commitment. (a) The Borrower may increase may, at any time prior to the aggregate Commitment Termination Date, by notice to the Lenders, request that the amount of the Commitments Commitment be increased by an amount not greater than of $50,000,000 25,000,000 or an integral multiple of $25,000,000 above such amount (any such increase, each a “Commitment Increase”) by designating either one or more to be effective as of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more Eligible Assignees reasonably acceptable a date that is at least 90 days prior to the Administrative Agent that at earliest scheduled Commitment Termination Date then in effect (the time agree, “Increase Date”) as specified in the case related notice to the Lenders; provided, however, that (i) in no event shall the aggregate amount of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders Increases pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate 2.14 exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender200,000,000, and (ii) such evidence of appropriate corporate authorization on the part of proposed Increase Date for each requested Commitment Increase, the Borrower with respect to the Commitment Increase conditions set forth in Section 4.2(b) and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by for a Borrowing on the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which Increase Date shall be true) of a duly authorized officer of the Borrower stating that satisfied, both before and after giving effect to such Commitment Increase.
(b) Each notice from the Borrower to the Lenders requesting a Commitment Increase shall include (i) no Default or Event the proposed amount of Default has occurred and is continuingsuch requested Commitment Increase, and (ii) all representations the proposed Increase Date and warranties made (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Lender that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Borrower in this Agreement are true and correct in all material respects as on or prior to the Commitment Date of the date amount by which it is willing to increase its Commitment. If the Lenders notify the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Lenders.
(c) If the aggregate amount by which the Lenders are willing to participate in any Loans are outstanding upon requested Commitment Increase on any such Commitment Date is less than the effective date of any requested Commitment Increase, then the Borrower may extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $10,000,000 or an integral multiple of $5,000,000 above such amount.
(d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase (each such Eligible Assignee, an “Additional Lender”) shall become a Lender party to this Agreement as of such Increase Date, and the Commitment of each Increasing Lender for such requested Commitment Increase shall be increased by the amount approved for such Increasing Lender (or by the amount allocated to such Lender pursuant to Section 2.14(b)) as of such Increase Date; provided, that each Increasing Lender and Additional Lender shall have received on or before such Increase Date the following, each dated as of such date and in form and substance satisfactory to such Increasing Lender(s) and Additional Lender(s):
(i) (A) certified copies of resolutions of the board of directors of the Borrower (or other appropriate governing body with comparable authority) approving the Commitment Increase, and (B) a certificate of the President, a Vice President or the Chief Financial Officer of the Borrower as to the satisfaction of the conditions set forth in Section 4.2(b) and (c) as of the date of, and after giving effect to, such Commitment Increase;
(ii) an assumption or joinder agreement from each Additional Lender, if any, in form and substance satisfactory to the Borrower and such Additional Lender (each an “Assumption Agreement”), duly executed by such Additional Lender and the Borrower; and
(iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.14(d), the Increasing Lenders and Additional Lender(s), as applicable, shall notify the Lenders and the Borrower, on or before 1:00 P.M. (New York City time), by facsimile or other electronic means, of the occurrence of the Commitment Increase to be effected on such Increase Date, shall record in the Register the relevant information with respect to each Increasing Lender and each Additional Lender on such date, and shall provide funds revise and distribute to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase Lenders and the Loan made on Borrower a new Schedule 1.1-C to reflect the date Commitments and Applicable Percentages of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (including any Additional Lenders) after giving effect to such Commitment Increase. Upon the effectiveness of such Commitment Increase, the Commitments of each of the Lenders (including any Additional Lenders). The Borrower , and the outstanding amount of all Revolving Loans shall pay be reallocated among such Lenders in accordance with such Commitments and Applicable Percentages.
(e) In order to effect the reallocations described in Section 2.14(d), each Additional Lender and each Increasing Lender (each a “Purchasing Lender”) shall be deemed to have purchased the rights, title and interest in, and all obligations in respect of, a pro rata portion of the Applicable Percentages and/or Commitments and outstanding Revolving Loans, as applicable, of the other Lenders, so that the Commitments and Applicable Percentages of all Lenders (including any Additional Lenders) will be as set forth on the revised Schedule 1.1-C. Such purchases shall be deemed to have been effected by way of, and subject to the Administrative Agent terms and conditions of, Assignment Agreements without the payment of any related assignment fees and, except for any new or replacement Notes to be provided to any Purchasing Lenders in the principal amounts payable pursuant of their respective Commitments, no other documents or instruments shall be, or shall be required to Section 9.07(b) be, executed in connection with such Commitment Increase.
assignments (d) Notwithstanding any provision contained herein all of which are hereby waived). The Lenders shall make cash settlements among themselves with respect to such reallocations and assignments. To the extent such reallocations and payments to Lenders in respect of Revolving Loans on the Increase Date result in losses, costs or expenses to such Lenders of the types subject to reimbursement by the Borrower pursuant to Section 2.11, the Borrower shall promptly pay such amounts to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of timeaffected Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Transocean Partners LLC), Credit Agreement (Transocean Partners LLC)
Increase in Commitment. (a) The At any time during the Commitment Increase Period, Administrative Borrower may request that Agent and the Lenders (i) increase the aggregate amount of the Commitments by an amount not greater than $50,000,000 Revolving Credit Commitment (any such increase, a an “Commitment Incremental Revolving Credit Increase”) by designating either and/or (ii) provide one or more of the existing Lenders incremental term loan commitments (each of whichany such incremental term loan commitment, in its sole discretion, may determine whether and an “Incremental Term Loan Commitment”) to what degree to participate in such Commitment Increase) or make one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agreeterm loans (any such term loan, in the case of any existing Lender to increase its Commitment (an “Increasing LenderIncremental Term Loan”) and, in the case of any other Eligible Assignee (; each Incremental Term Loan and each Incremental Revolving Credit Increase are collectively referred to herein as an “Additional LenderIncremental Increase”), in an aggregate principal amount for all such Incremental Revolving Credit Increases and Incremental Term Loans incurred after the SixthNinth Amendment Effective Date not to become a party to this Agreementexceed Three Hundred Million Dollars ($300,000,000); provided that no Incremental Increases shall be requested during the Covenant Adjustment Period. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Each such request for an Incremental Increase shall not be in the aggregate exceed the an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (x) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments and/or the Commitment Increase addition of an Incremental Term Loan Commitment, and/or (y) including one or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the more Additional Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lenderwith a new commitment under the Revolving Credit Commitment or with an Incremental Term Loan Commitment, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become as applicable, as a party to this Agreement and (each an “Additional Commitment” and, collectively, the “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 be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase made as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) a term loan “A” to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and one or more Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of or Additional Lenders and/or a certificate (the statements contained in which shall term loan “B” to be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the one or more “institutional” lenders on customary terms determined by Agent, US Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan Lenders, Lenders or Loans made by such Lender on the date of such Commitment Increaselenders, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increaseapplicable.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 1 contract
Increase in Commitment. (ai) The At any time during the Commitment Increase Period, the Borrower may request that the Administrative Agent (A) increase the Maximum Revolving Amount, or (B) add a term loan facility to this Agreement (the “Additional Term Loan Facility”) (which Additional Term Loan Facility shall be subject to subsection (c) below); provided that the aggregate amount of the Commitments by all increases (revolver and term) made pursuant to this subsection (b) shall not exceed One Hundred Million Dollars ($100,000,000). Each such request for an increase shall be in an amount not greater than of at least Ten Million Dollars ($50,000,000 10,000,000), and may be made by either (any such increase1) increasing, a “Commitment Increase”) by designating either for one or more Revolving Lenders, with their prior written consent, their respective Revolving Credit Commitments, (2) adding a new commitment for one or more Lenders, with their prior written consent, with respect to the Additional Term Loan Facility, or (3) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment or the Additional Term Loan Facility, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”).
(ii) During the Commitment Increase Period, all of the existing Lenders (each of whichagree that the Administrative Agent, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or permit one or more Eligible Assignees reasonably acceptable Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) each Additional Commitment from an Additional Lender, if any, shall be in an amount of at least Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to the 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 prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (D) the Borrower shall execute and deliver to the Administrative Agent that at and the time agree, in applicable Lenders such replacement or additional Notes as shall be required by the case of any existing Administrative Agent (if Notes have been requested by such Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”or Lenders), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 hereby authorize the Administrative Agent, which shall promptly provide a copy Agent to execute each Additional Lender Assumption Agreement on behalf of such notice to the Lenders.
(biii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of On each Additional Lender to become a party to this Agreement and to be bound by all Assumption Effective Date, the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower Lenders shall make adjustments among themselves with respect to the Commitment Increase Loans then outstanding and such opinions amounts of counsel for the Borrower principal, interest, commitment fees and other amounts paid or payable with respect to thereto as shall be necessary, in the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses opinion of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculatedAgent, in each caseorder to reallocate among the applicable Lenders such outstanding amounts, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender based on the date revised Commitment Percentages and to otherwise carry out fully the intent and terms of such Commitment Increase, with such Loan(sthis Section 2.10(b) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent applicable Lenders any amounts that would be payable pursuant to Section 9.07(b) in 3.3 hereof if such adjustments among the applicable Lenders would cause a prepayment of one or more Fixed Rate Loans). In connection with such Commitment Increase.
(d) Notwithstanding any provision contained herein to therewith, it is understood and agreed that the contrary, from and after the date Maximum Amount of any Commitment Increase Lender will not be increased (or decreased except pursuant to subsection (a) hereof) without the prior written consent of such Lender. The Borrower shall not request any increase or any addition of a term loan facility pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such increase, would exist. At the time of any such increase, at the request of the Administrative Agent, the Credit Parties and the making of any Loans on Lenders shall enter into an amendment to evidence such date pursuant increase and to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on address related provisions as deemed necessary or appropriate by the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of timeAdministrative Agent.
Appears in 1 contract
Increase in Commitment. (a) The Borrower At any time prior to March 14, 2010, Borrowers may request that Agent increase the aggregate amount of Maximum Commitment Amount from the Commitments by Closing Commitment Amount to an amount not greater than $50,000,000 (any such increase, a “Commitment Increase”) by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of Increased Maximum Commitment Amount (with the understanding that the Seasonal Reduced Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which Amount shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects increased as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) well in an amount equal to the product of Additional Commitments) by either (xi) 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 with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the "Additional Commitment"). The aggregate outstanding principal amount of such Loans Commitment increase request shall be in a minimum amount of Twenty Million Dollars (other $20,000,000). Each Additional Commitment of each Additional Bank, if any, shall be in an amount of not less than Competitive Bid Loans Ten Million Dollars ($10,000,000). With the consent of the Agent and Swingline Loansthe 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"), expressed and (C) Borrowers shall execute and deliver to Agent and the Banks such replacement or additional Revolving Credit Notes as a percentage shall be required by Agent. The Banks hereby authorize Agent to execute each Additional Bank Assumption Agreement on behalf of the aggregate Commitments (calculatedBanks. On each Assumption Effective Date, in each casethe Banks shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, immediately after such Commitment Increase) interest, facility fees and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase andother amounts paid or payable with respect thereto as shall be necessary, in the case opinion of an Additional LenderAgent, in order to reallocate among such Additional Lender’s Commitment. The funds so provided by any Banks such Lender shall be deemed to be a Loan or Loans made by such Lender outstanding amounts, based on the date revised Commitment Percentages and to otherwise carry out fully the terms of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) this Section 2.8(c). Borrowers shall not request any increase in the case Commitment pursuant to this Section 2.8(c) if a Default or an Event of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that Default shall then exist or immediately after giving effect to any such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increaseincrease would exist.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 1 contract
Samples: Credit Agreement (Cedar Fair L P)
Increase in Commitment. (a) The At any time during the Commitment Increase Period, Borrower may request that Agent increase the aggregate amount of Total Commitment Amount from the Commitments by an amount not greater than $50,000,000 Closing Commitment Amount up to the Maximum Commitment Amount (any such increase, with a “Commitment Increase”corresponding increase in the Revolving Amount from the Closing Revolving Amount to the Maximum Revolving Amount) by designating either (i) proportionally increasing, for one or more Revolving Lenders, with their prior written consent, their respective Applicable Commitment Percentage of the existing 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, all of the Lenders (each of whichagree that Agent, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or permit one or more Eligible Assignees reasonably acceptable 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 Revolving Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Percentages for each of the Revolving Lenders with respect to the Administrative 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"), and (C) Borrower shall execute and deliver to Agent that at and the time agreeRevolving 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 case opinion of Agent, 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 existing Revolving Lender to increase its Commitment will not be increased (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders or decreased except pursuant to this Section 2.08 plus 2.13) without the Commitments prior written consent of the Additional Lenders upon giving effect to the Commitment Increase such Revolving Lender. Borrower shall not request any increase in the aggregate exceed Total Commitment Amount (or the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase Revolving Amount) pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
subsection (b) Any Commitment Increase if a Default or an Event of Default shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrowerthen exist, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and or immediately after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increaseincrease would exist.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 1 contract
Samples: Credit and Security Agreement (Shiloh Industries Inc)
Increase in Commitment. (a) The At any time during the Commitment Increase Period, Borrower may request that Agent increase the aggregate amount Total Commitment Amount from the Closing Commitment Amount up to the Maximum Commitment Amount. Each such increase shall be in increments of the Commitments at least Five Million Dollars ($5,000,000) and may be made by an amount not greater than $50,000,000 either (any such increasei) proportionally increasing, a “Commitment Increase”) by designating either for 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 existing Revolving Credit Commitment, as a party to this Agreement (collectively, the "Additional Commitment"). During the Commitment Increase Period, the Lenders (each of whichagree that Agent, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or permit one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum Commitments upon satisfaction of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon following requirements: (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth 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 new commitments Lenders, if appropriate, at least three Business Days prior to the effectiveness of such Additional Commitments (each an "Assumption Effective Date"), and Commitment Percentage of each (C) Borrower shall execute and deliver to Agent and the Lenders such Lender and setting forth the agreement of replacement or additional Revolving Credit Notes as shall be required by Agent. The Lenders hereby authorize Agent to execute each Additional Lender to become a party to this Assumption Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part behalf of the Borrower Lenders. On each Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Commitment Increase Revolving Loans then outstanding and such opinions amounts of counsel for the Borrower principal, interest, commitment fees and other amounts paid or payable with respect to the Commitment Increase thereto as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be truenecessary, 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 subsection (b). Borrower shall not request any increase in the Total Commitment Amount pursuant to this subsection (b) if a Default or an Event of a duly authorized officer of the Borrower stating that both before and Default shall then exist, or immediately after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increaseincrease would exist.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 1 contract
Increase in Commitment. (a) The Borrower may increase the aggregate amount of the Commitments by an amount not greater than $50,000,000 (any such increase, a “Commitment Increase”) by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more Eligible Assignees reasonably acceptable to the Administrative Agent Provided that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Unmatured Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this Section 2.23, the Borrower shall have the option at any time and from time to time prior to the date that is at least thirty (30) days prior to the Facility Termination Date to request an increase in the Aggregate Revolving Credit Commitment, 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 Aggregate Revolving Credit Commitment, the Term Loan A Commitments and Term Loan B Commitments of up to $350,000,000 (the amount of the requested increase to be set forth in the 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 of LEGAL02/41239043v9 $825,000,000), written notice to the Administrative Agent (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 this Section 2.23 shall have been satisfied on the date of such Increase Notice. The Commitment Increase may be allocated (1) to the then existing Revolving Credit Commitments, having the same terms as the existing Revolving Credit Commitments (2) to the then existing Term Loan A Commitments having the same terms as the existing Term Loan A Commitments, (3) to the initial Term Loan B Commitment, or once the initial Term Loan B Commitment is provided hereunder, to the then existing Term Loan B Commitments having the same terms as the existing Term Loan B Commitments, or (4) any combination thereof reasonably satisfactory to Administrative Agent and satisfactory to the existing or additional Revolving Credit Lenders, Term Loan A Lenders or Term Loan B Lenders, as applicable, providing such additional Revolving Credit Commitments, Term Loan A Commitments or Term Loan B Commitments, as applicable.
(b) In the event of the initial increase of the Term Loan B Commitment, (i) the Borrower, the Administrative Agent and the Lenders providing such initial Term Loan B Commitment shall enter into an amendment to this Agreement as is necessary to evidence such increase of the Term Loan B Commitment (the “Term Loan B Commitment Amendment”), and all Lenders not providing the initial Term Loan B Commitments hereby consent to such limited scope amendment without future consent rights, provided that any such amendment regarding the Term Loan B Commitments shall provide that: (A) the final maturity date of the Term Loan B Commitment shall be no earlier than the Term Loan A Maturity Date, (B) there shall be no scheduled amortization of the loans or reductions of commitments under the Term Loan B Commitment (which shall not restrict any mandatory prepayments required under Section 2.3(b)) and (C) the Term Loan B Loans will rank pari passu in right of payment with the existing Revolving Credit Loans and the existing Term Loan A Loans and the borrower and guarantors of the Term Loan B Commitment shall be the same as the Borrower and Subsidiary Guarantors with respect to the existing Revolving Credit Loans and Term Loan A Loans, (D) the interest rate margin, rate floors, fees, original issue discount and premium applicable to the Term Loan B Loans shall be determined by the Borrower and the Term Loan B Lenders, (E) the Term Loan B Loans may participate on a pro rata or less than pro rata (but not greater than pro rata) basis in voluntary or mandatory prepayments with the Revolving Credit Loans and the Term Loan A Loans, and (F) the terms of the Term Loan B Commitment shall be substantially identical to the terms set forth herein with respect to the Term Loan A Commitment (except as set forth in clauses (A) through (E) above), except for any terms that apply only after the Term Loan A Maturity Date or are also added for the benefit of the Term Loan A Lenders, and (ii) all representations Borrower shall execute and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increasedeliver a Note to each Term Loan B Lender with respect to its respective Term Loan B Loan.
(c) Upon receipt of any Increase Notice, the Administrative Agent shall consult with the Arrangers and shall notify the Borrower of the amount of facility fees (if LEGAL02/41239043v9 any) to be paid to any Lenders who provide an additional Revolving Credit Commitment, Term Loan A Commitment or Term Loan B Commitment, as applicable, in connection with such increase in the Aggregate Revolving Credit Commitment, Term Loan A Commitment or Term Loan B Commitment, as applicable (which shall be in addition to the fees to be paid to Administrative Agent or the Arrangers pursuant to the Fee Letter). If any Loans the Borrower agrees to pay the facility fees so determined, then the Administrative Agent shall send a notice to all Revolving Credit Lenders, Term Loan A Lenders or Term Loan B Lenders, as applicable, (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Aggregate Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, as applicable, upon such terms shall provide Administrative Agent with a written commitment letter specifying the amount of the additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, as applicable, which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Administrative Agent and the Arrangers shall allocate the Commitment Increase among the Revolving Credit Lenders, Term Loan A Lenders and/or Term Loan B Lenders, as applicable, who provide such commitment letters on such basis as the Administrative Agent and the Arrangers shall determine after consultation with the Borrower. If the additional Revolving Credit Commitments, Term Loan A Commitments and/or Term Loan B Commitments, as applicable, so provided are outstanding upon not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then the Administrative Agent, the Arrangers or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to Administrative Agent, the Arrangers and the Borrower) to become a Revolving Credit Lender, Term Loan A Lender and/or Term Loan B Lender and provide an additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, as applicable. The Administrative Agent shall provide all Revolving Credit Lenders, Term Loan A Lenders and/or Term Loan B Lenders, as applicable, with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, to be provided by each Revolving Credit Lender, Term Loan A Lender and/or Term Loan B Lender, as applicable, and the revised Revolving Credit Percentages, Term Loan A Commitment Percentages and/or Term Loan B Commitment Percentages, as applicable, which shall be applicable after the effective date of the Commitment Increase specified therein (the “Commitment Increase Date”). In no event shall any Lender be obligated hereunder to provide an additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment.
(d) On any Commitment IncreaseIncrease Date with respect to the Revolving Credit Commitment, the outstanding principal balance of the Revolving Credit Loans shall be reallocated among the Revolving Credit Lenders such that after the applicable LEGAL02/41239043v9 Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Increasing Lender and each Additional Lender shall provide be equal to such Lender’s Revolving Credit Percentage (as in effect after the applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans. The participation interests of the Revolving Credit Lenders in Letters of Credit and Swingline Advances shall be similarly adjusted. On any Commitment Increase Date those Revolving Credit Lenders whose Revolving Credit Percentage is increasing shall advance the funds to the Administrative Agent and the funds so advanced shall be distributed among the Revolving Credit Lenders whose Revolving Credit Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans.
(e) Upon the effective date of each increase in the manner described in Aggregate Revolving Credit Commitment, Term Loan A Commitments and/or Term Loan B Commitments pursuant to this Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans)2.23, expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant may unilaterally revise Schedule 1.1 to Section 9.07(b) in connection with such Commitment Increasereflect the then current Commitments of each Lender and shall provide a copy thereof to each Lender.
(df) Notwithstanding any provision contained herein anything to the contrarycontrary contained herein, from the obligation of the Administrative Agent and after the date Revolving Credit Lenders to increase the Aggregate Revolving Credit Commitment, the Administrative Agent and the Term Loan A Lenders to increase the Term Loan A Commitments or the Administrative Agent and the Term Loan B Lenders (including any Persons that elect to become Term Loan B Lenders) to increase the Term Loan B Commitments, as applicable, pursuant to this Section 2.23 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any Commitment Increase and increase of the making of any Loans on such date pursuant to paragraph (c) aboveAggregate Revolving Credit Commitment, all calculations and payments of Facility Feesthe Term Loan A Commitments or the Term Loan B Commitments, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.as applicable:
Appears in 1 contract
Samples: Credit Agreement (Inland Real Estate Income Trust, Inc.)
Increase in Commitment. (a) The Borrower may increase the aggregate amount of the Commitments by an amount not greater than $50,000,000 (any such increase, a “Commitment Increase”) by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) Provided no Default or Event of Default has occurred and is 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 desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender acceptable to the Agent and (ii) all representations and warranties 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 Borrower in this Agreement are true and correct in 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 material respects as of the such Commitment Amount Increases shall not exceed -12- $400,000,000. The effective date of the Commitment Increase.
(c) If any Loans are outstanding Amount Increase shall be agreed upon by the effective date of any Commitment IncreaseCompany, each Increasing such Additional Lender and the Agent (whose agreement shall not be unreasonably withheld, conditioned or delayed). Upon the effectiveness thereof, each Additional Lender shall provide funds to advance the Administrative Agent relevant Revolving Loans and purchase Participating Interests in the manner described in Section 2.03(d) all then outstanding Letters of Credit in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), sufficient such that after giving effect to such Commitment Increase relevant Revolving Loans and purchases each Lender (including such Additional Lender) shall have outstanding its respective Percentage of the Loan made 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 Commitment Increaseeffectiveness unless the Borrowers pay all amounts due under Section 2.5 hereof, each Loan outstanding hereunder and that the Company shall consist of Loans made ratably by all not have terminated any portion of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable Aggregate Revolving Commitments pursuant to Section 9.07(b3.5(a) in connection with such hereof. The Company agrees to pay any reasonable fees or expenses of the Agent (including reasonable fees and disbursements of counsel) relating to any Commitment Amount Increase.
(d) . Notwithstanding any provision contained anything herein to the contrary, from no Lender shall have any obligation to increase its Aggregate Revolving Commitment and after the date of any no Lender’s Aggregate Revolving Commitment Increase shall be increased without its consent thereto, and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) may at its option, unconditionally and the principal amount outstanding of each Loan made by each such Lender during the relevant period of timewithout cause, decline to increase its Aggregate Revolving Commitment.
Appears in 1 contract
Samples: Credit Agreement (Emcor Group Inc)
Increase in Commitment. (a) The Borrower may shall have the right at any time, to request that the Lender increase the existing Commitment by $5,000,000.00 increments, not exceeding in the aggregate amount $25,000,000.00, provided, however, that after giving effect to any and all such increases, the total Commitment shall not exceed $75,000,000.00. Subject to the satisfaction of the Commitments by an amount not greater than $50,000,000 (any such increaseconditions set forth below, a “Commitment Increase”) by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to shall increase its Commitment and the Loan Ceiling by the amount so requested (an “Increasing Lender”) andany increase, singly, and in the case of any other Eligible Assignee (an “Additional Lender”aggregate, the "Commitment Increase"), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall not become effective upon (A) unless and until each of the receipt by the Administrative Agent of following conditions have been satisfied:
(i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as As of the date of the Borrower's request for any Commitment Increase.
(c) If any Loans are outstanding upon Increase and as of the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender no Event of Default shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed exist or shall thereafter arise as a percentage result of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase;
(ii) The Borrower shall have paid such reasonable fees and (y) expenses actually incurred by the Lender in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by connection with any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to including, without limitation, the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase andFee, in the case of an Additional Lender, such Additional Lender’s Commitment and reasonable attorneys' fees and expenses;
(Biii) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay have delivered to the Administrative Agent any amounts payable pursuant Lender an opinion, in form previously delivered to Section 9.07(b) in connection with the Lender, from counsel to the Borrower reasonably satisfactory to the Lender and dated such Commitment Increase.date;
(div) Notwithstanding The Borrower shall have delivered to Lender a blocked account agreement with Citibank, N.A., or any provision contained herein subsequent financial institution in which the Borrower's credit card receipts are concentrated, in form and substance reasonably satisfactory to Lender; and
(v) The Borrower shall have delivered such other instruments, documents and agreements as the contrary, from and after the date of Lender may reasonably have requested in order to effectuate any Commitment Increase and to ratify and confirm the making of any Loans on such date security interests granted to the Lender pursuant to paragraph the Loan Documents. The Lender shall promptly notify the Borrower as to the effectiveness of each Commitment Increase, and at such time (i) the Commitment and Loan Ceiling hereunder, and for all purposes of, this Agreement shall be increased by the amount of the Commitment Increase, (ii) the definitions of Commitment and Loan Ceiling shall be deemed modified, without further action, to reflect the Commitment Increase, and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect the Commitment Increase."
(b) Amendment to Section 2-9(c). The reference in Section 2-9(c) to Section 7-5(b)(v) is hereby deleted and the following section reference is inserted in lieu thereof: "Section 7-5(c)"
(c) aboveAmendment to Section 2-12. The provisions of Section 2-12 are hereby deleted in their entirety, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.following substituted in their stead:
Appears in 1 contract
Increase in Commitment. (a) The At any time during the Commitment Increase Period, Administrative Borrower may request that Agent increase the aggregate Revolving Amount from the Closing Revolving Amount up to an amount that shall not exceed the Maximum Revolving Amount. Each such request for an increase shall be in an amount of the Commitments at least Ten Million Dollars ($10,000,000), increased by an amount not greater than increments of One Million Dollars ($50,000,000 1,000,000), and may be made by either (any such increasei) increasing, a “Commitment Increase”) by designating either 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 existing Lenders (each of whichagree that Agent, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or permit one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum Commitments upon satisfaction of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon following requirements: (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth 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 new commitments 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 Commitment Percentage of each (C) Borrowers shall execute and deliver to Agent and the Lenders such Lender replacement or additional Revolving Credit Notes as shall be required by Agent (and setting forth requested by the agreement of Lenders). The Lenders hereby authorize Agent to execute each Additional Lender to become a party to this Assumption Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part behalf of the Borrower Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Commitment Increase Revolving Loans then outstanding and such opinions amounts of counsel for the Borrower principal, interest, commitment fees and other amounts paid or payable with respect to the Commitment Increase thereto as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase andnecessary, in the case opinion of an Additional LenderAgent, in order to reallocate among such Additional Lender’s Commitment. The funds so provided by any Lenders such Lender shall be deemed to be a Loan or Loans made by such Lender outstanding amounts, based on the date revised Commitment Percentages and to otherwise carry out fully the intent and terms of such Commitment Increase, with such Loan(sthis Section 2.9(b) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The appropriate Borrower shall pay to the Administrative Agent Lenders any amounts that would be payable pursuant to Section 9.07(b) in 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more Eurodollar Loans). In connection with such Commitment Increase.
(d) Notwithstanding any provision contained herein to therewith, it is understood and agreed that the contrary, from and after the date Maximum Amount of any Commitment Increase and the making of any Loans on such date Lender will not be increased (or decreased except pursuant to paragraph (cSection 2.9(a) abovehereof) 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, all calculations and payments of Facility Feesor, Utilization Fees and of interest on the Loans comprising after giving pro forma effect to any Loan shall take into account the actual Commitment of each Lender such increase (including a pro forma calculation of the Additional Lenderfinancial covenants set forth in Section 5.7 hereof) and would exist. Upon each increase of the principal amount outstanding of each Loan made by each such Lender during Revolving Amount, the relevant period of timeTotal Commitment Amount shall be proportionally increased.
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Increase in Commitment. (a) The At any time during the Commitment Increase Period, Borrower may request that Agent increase the aggregate Revolving Amount from the Closing Revolving Amount up to an amount that shall not exceed the Maximum Revolving Amount. Each such request for an increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and, if Agent agrees to such increase in the Commitments Revolving Amount, may be made by an amount not greater than $50,000,000 either (any such increasei) increasing, a “Commitment Increase”) by designating either 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 of the existing Lenders (each of whichagree that Agent, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or permit one or more Eligible Assignees reasonably acceptable to Additional Commitments upon satisfaction of the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment following requirements: (an “Increasing Lender”A) and, in the case of any other Eligible Assignee (an “each Additional Lender”), if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to become each Lender a party revised Schedule 1 to this Agreement. The sum , including revised Commitment Percentages for each of the increases in Lenders, if appropriate, at least three Business Days prior to the Commitments date of the Increasing effectiveness of such Additional Commitments (each an "Additional Lender Assumption Effective Date"), (C) Borrower shall execute and deliver to Agent and the Lenders pursuant 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 this Section 2.08 plus Agent, for the Commitments benefit of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount Lenders, an opinion of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agentcounsel, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to Agent, indicating that the Administrative 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 Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of to execute each Additional Lender to become a party to this Assumption Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part behalf of the Borrower Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Commitment Increase Revolving Loans then outstanding and such opinions amounts of counsel for the Borrower principal, interest, commitment fees and other amounts paid or payable with respect to the Commitment Increase thereto as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase andnecessary, in the case opinion of an Additional LenderAgent, in order to reallocate among such Additional Lender’s Commitment. The funds so provided by any Lenders such Lender shall be deemed to be a Loan or Loans made by such Lender outstanding amounts, based on the date revised Commitment Percentages and to otherwise carry out fully the intent and terms of such Commitment Increase, with such Loan(sthis Section 2.9(b) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent Lenders any amounts that would be payable pursuant to Section 9.07(b) in 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more Eurodollar Loans). In connection with such Commitment Increase.
(d) Notwithstanding any provision contained herein to therewith, it is understood and agreed that the contrary, from and after the date Maximum Amount of any Commitment Increase and the making of any Loans on such date Lender will not be increased (or decreased except pursuant to paragraph (cSection 2.9(a) abovehereof) without the prior written consent of such Lender. Borrower shall not request any increase in the Commitment pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, all calculations and payments or immediately after giving effect to any such increase would exist. Upon each increase of Facility Feesthe Revolving Amount, Utilization Fees and of interest on the Loans comprising any Loan Total Commitment Amount shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of timebe proportionally increased.
Appears in 1 contract
Samples: Credit and Security Agreement (Kratos Defense & Security Solutions, Inc.)
Increase in Commitment. (a) The Borrower may increase the aggregate amount of the Commitments by an amount not greater than $50,000,000 (any such increase, a “Commitment Increase”) by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more Eligible Assignees reasonably acceptable to the Administrative Agent Provided that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Unmatured Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this Section 2.23, the Borrower shall have the option at any time and from time to time prior to the date that is at least thirty (30) days prior to the Facility Termination Date to request an increase in the Aggregate Revolving Credit Commitment, 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 Aggregate Revolving Credit Commitment, the Term A Loan Commitments and Term Loan B Commitments of up to $350,000,000 (the amount of the requested increase to be set forth in the 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 of $700,000,000), written notice to the Administrative Agent (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 this Section 2.23 shall have been satisfied on the date of such Increase Notice. The Commitment Increase may be allocated (1) to the then existing Revolving Credit Commitments, having the same terms as the existing Revolving Credit Commitments (2) to the then existing Term Loan A Commitments having the same terms as the existing Term Loan A Commitments, (3) to the initial Term Loan B Commitment, or once the initial Term Loan B Commitment is provided hereunder, to the then existing Term Loan B Commitments having the same terms as the existing Term Loan B Commitments, or (4) any combination thereof reasonably satisfactory to Administrative Agent and satisfactory to the existing or additional Revolving Credit Lenders, Term Loan A Lenders or Term Loan B Lenders, as applicable, providing such additional Revolving Credit Commitments, Term Loan A Commitments or Term Loan B Commitments, as applicable.
(b) In the event of the initial increase of the Term Loan B Commitment, (i) the Borrower, the Administrative Agent and the Lenders providing such initial Term Loan B Commitment shall enter into an amendment to this Agreement as is necessary to evidence such increase of the Term Loan B Commitment (the “Term Loan B Commitment Amendment”), and all Lenders not providing the initial Term Loan B Commitments hereby consent to such limited scope amendment without future consent rights, provided that any such amendment regarding the Term Loan B shall provide that: (A) the final maturity date of the Term Loan B Commitment shall be no earlier than the Term Loan A Maturity Date, (B) there shall be no scheduled amortization of the loans or reductions of commitments under the Term Loan B Commitment (which shall not restrict any mandatory prepayments required under Section 2.3(b)) and (C) the Term Loan B Loans will rank pari passu in right of payment with the existing Revolving Credit Loans and the existing Term Loan A Loans and the borrower and guarantors of the Term Loan B Commitment shall be the same as the Borrower and Subsidiary Guarantors with respect to the existing Revolving Credit Loans and Term Loan A Loans, (D) the interest rate margin, rate floors, fees, original issue discount and premium applicable to the Term Loan B shall be determined by the Borrower and the Term Loan B Lenders, (E) the Term Loan B Loans may participate on a pro rata or less than pro rata (but not greater than pro rata) basis in voluntary or mandatory prepayments with the Revolving Credit Loans and Term Loan A Loans, and (F) the terms of the Term Loan B Commitment shall be substantially identical to the terms set forth herein with respect to Term Loan A (except as set forth in clauses (A) through (E) above), except for any terms that apply only after the Term Loan A Maturity Date or are also added for the benefit of the Term Loan A Lenders, and (ii) all representations Borrower shall execute and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increasedeliver a Note to each Term Loan B Lender with respect to its respective Term Loan B Loan.
(c) Upon receipt of any Increase Notice, the Administrative Agent shall consult with the Arrangers and shall notify the Borrower of the amount of facility fees (if any) to be paid to any Lenders who provide an additional Revolving Credit Commitment, Term Loan A Commitment or Term Loan B Commitment, as applicable, in connection with such increase in the Aggregate Revolving Credit Commitment, Term Loan A Commitment or Term Loan B Commitment, as applicable (which shall be in addition to the fees to be paid to Administrative Agent or the Arrangers pursuant to the Fee Letter). If any Loans the Borrower agrees to pay the facility fees so determined, then the Administrative Agent shall send a notice to all Revolving Credit Lenders, Term Loan A Lenders or Term Loan B Lenders, as applicable, (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Aggregate Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, as applicable, upon such terms shall provide Administrative Agent with a written commitment letter specifying the amount of the additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, as applicable, which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Administrative Agent and the Arrangers shall allocate the Commitment Increase among the Revolving Credit Lenders, Term Loan A Lenders and/or Term Loan B Lenders, as applicable, who provide such commitment letters on such basis as the Administrative Agent and the Arrangers shall determine after consultation with the Borrower. If the additional Revolving Credit Commitments, Term Loan A Commitments and/or Term Loan B Commitments, as applicable, so provided are outstanding upon not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then the Administrative Agent, the Arrangers or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to Administrative Agent, the Arrangers and the Borrower) to become a Revolving Credit Lender, Term Loan A Lender and/or Term Loan B Lender and provide an additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, as applicable. The Administrative Agent shall provide all Revolving Credit Lenders, Term Loan A Lenders and/or Term Loan B Lenders, as applicable, with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, to be provided by each Revolving Credit Lender, Term Loan A Lender and/or Term Loan B Lender, as applicable, and the revised Revolving Credit Percentages, Term Loan A Commitment Percentages and/or Term Loan B Commitment Percentages, as applicable, which shall be applicable after the effective date of the Commitment Increase specified therein (the “Commitment Increase Date”). In no event shall any Lender be obligated hereunder to provide an additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment.
(d) On any Commitment IncreaseIncrease Date with respect to the Revolving Credit Commitment, the outstanding principal balance of the Revolving Credit Loans shall be reallocated among the Revolving Credit Lenders such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Increasing Lender and each Additional Lender shall provide be equal to such Lender’s Revolving Credit Percentage (as in effect after the applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans. The participation interests of the Revolving Credit Lenders in Letters of Credit and Swingline Advances shall be similarly adjusted. On any Commitment Increase Date those Revolving Credit Lenders whose Revolving Credit Percentage is increasing shall advance the funds to the Administrative Agent and the funds so advanced shall be distributed among the Revolving Credit Lenders whose Revolving Credit Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans.
(e) Upon the effective date of each increase in the manner described in Aggregate Revolving Credit Commitment, Term Loan A Commitments and/or Term Loan B Commitments pursuant to this Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans)2.23, expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant may unilaterally revise Schedule 1.1 to Section 9.07(b) in connection with such Commitment Increasereflect the then current Commitments of each Lender and shall provide a copy thereof to each Lender.
(df) Notwithstanding any provision contained herein anything to the contrarycontrary contained herein, from the obligation of the Administrative Agent and after the date Revolving Credit Lenders to increase the Aggregate Revolving Credit Commitment, the Administrative Agent and the Term Loan A Lenders to increase the Term Loan A Commitments or the Administrative Agent and the Term Loan B Lenders (including any Persons that elect to become Term Loan B Lenders) to increase the Term Loan B Commitments, as applicable, pursuant to this Section 2.23 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any Commitment Increase and increase of the making of any Loans on such date pursuant to paragraph (c) aboveAggregate Revolving Credit Commitment, all calculations and payments of Facility Feesthe Term Loan A Commitments or the Term Loan B Commitments, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.as applicable:
Appears in 1 contract
Samples: Credit Agreement (Inland Real Estate Income Trust, Inc.)
Increase in Commitment. (a) The At any time during the Commitment Increase Period, Administrative Borrower may request that Agent and the Lenders (i) increase the aggregate amount of the Commitments by an amount not greater than $50,000,000 Revolving Credit Commitment (any such increase, a an “Commitment Incremental Revolving Credit Increase”) by designating either and/or (ii) provide one or more of the existing Lenders incremental term loan commitments (each of whichany such incremental term loan commitment, in its sole discretion, may determine whether and an “Incremental Term Loan Commitment”) to what degree to participate in such Commitment Increase) or make one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agreeterm loanloans (any such term loan, in the case of any existing Lender to increase its Commitment (an “Increasing LenderIncremental Term Loan”) and, in the case of any other Eligible Assignee (; each Incremental Term Loan and each Incremental Revolving Credit Increase are collectively referred to herein as an “Additional LenderIncremental Increase”), in an aggregate principal amount for all such Incremental Revolving Credit Increases and Incremental Term Loans incurred during the term of this Agreementafter the Fourth Amendment Effective Date not to become a party to this Agreementexceed Three Hundred Million Dollars ($300,000,000). The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Each such request for an Incremental Increase shall not be in the aggregate exceed the an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (x) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments and/or the Commitment Increase addition of an Incremental Term Loan Commitment, and/or (y) including one or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the more Additional Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lenderwith a new commitment under the Revolving Credit Commitment or with an Incremental Term Loan Commitment, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become as applicable, as a party to this Agreement and (each an “Additional Commitment” and, collectively, the “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 be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase made as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) a term loan “A” to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and one or more Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of or Additional Lenders and/or a certificate (the statements contained in which shall term loan “B” to be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the one or more “institutional” lenders on customary terms determined by Agent, US Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan Lenders, Lenders or Loans made by such Lender on the date of such Commitment Increaselenders, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increaseapplicable.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 1 contract
Increase in Commitment. (a) The Borrower may increase the aggregate amount of the Commitments by an amount not greater than $50,000,000 (any such increase, a “Commitment Increase”) by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) Provided no Default or Event of Default has occurred and is 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 desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender acceptable to the Agent and (ii) all representations and warranties 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 Borrower in this Agreement are true and correct in 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 material respects as of the such Commitment Amount Increases shall not exceed $300,000,000. The effective date of the Commitment Increase.
(c) If any Loans are outstanding Amount Increase shall be agreed upon by the effective date of any Commitment IncreaseCompany, each Increasing such Additional Lender and the Agent (whose agreement shall not be unreasonably withheld, conditioned or delayed). Upon the effectiveness thereof, each Additional Lender shall provide funds to advance the Administrative Agent relevant Revolving Loans and purchase Participating Interests in the manner described in Section 2.03(d) all then outstanding Letters of Credit in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), sufficient such that after giving effect to such Commitment Increase relevant Revolving Loans and purchases each Lender (including such Additional Lender) shall have outstanding its respective Percentage of the Loan made 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 Commitment Increaseeffectiveness unless the Borrowers pay all amounts due under Section 2.5 hereof, each Loan outstanding hereunder and that the Company shall consist of Loans made ratably by all not have terminated any portion of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable Aggregate Revolving Commitments pursuant to Section 9.07(b3.5(a) in connection with such hereof. The Company agrees to pay any reasonable fees or expenses of the Agent (including reasonable fees and disbursements of counsel) relating to any Commitment Amount Increase.
(d) . Notwithstanding any provision contained anything herein to the contrary, from no Lender shall have any obligation to increase its Aggregate Revolving Commitment and after the date of any no Lender’s Aggregate Revolving Commitment Increase shall be increased without its consent thereto, and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) may at its option, unconditionally and the principal amount outstanding of each Loan made by each such Lender during the relevant period of timewithout cause, decline to increase its Aggregate Revolving Commitment.
Appears in 1 contract
Samples: Credit Agreement (Emcor Group Inc)
Increase in Commitment. (ai) The At any time during the Commitment Increase Period, the Administrative Borrower may request that the Administrative Agent increase the Total Commitment Amount by (A) increasing the Revolving Amount, or (B) adding an additional term loan facility to this Agreement (the “Additional Term Loan Facility”) which Additional Term Loan Facility shall be subject to subsection (c) below); provided that the aggregate amount of the Commitments by all increases made pursuant to this subsection (b) shall not exceed Seventy Million Dollars ($70,000,000). Each such request for an increase shall be in an amount not greater than of at least Five Million Dollars ($50,000,000 5,000,000), increased by increments of One Million Dollars (any such increase$1,000,000), a “Commitment Increase”and may be made by either (1) by designating either increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, (2) adding a new commitment for one or more Lenders, with their prior written consent, with respect to the Additional Term Loan Facility, or (3) including one or more Additional Lenders, each with a new commitment (in a minimum amount of at least Five Million Dollars ($5,000,000)) under the Revolving Credit Commitment or the Additional Term Loan Facility, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”). For clarification purposes, nothing contained in this Section 2.10 shall be construed as a commitment by any Lender to make any Additional Commitment and any such commitment by a Lender shall be at such Xxxxxx’s sole and absolute discretion.
(ii) During the Commitment Increase Period, all of the existing Lenders (each of whichagree that the Administrative Agent, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or permit one or more Eligible Assignees reasonably acceptable Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) the Administrative Agent shall provide to the Administrative Borrower and 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 Additional Commitments (each an “Additional Lender Assumption Effective Date”), (C) the Borrowers shall execute and deliver to the Administrative Agent that at and the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing applicable Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase such appropriate replacement or additional Revolving Credit Notes as shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt required by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed if Notes have been requested by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lenderor Lenders), and (iiD) the Borrowers shall execute and deliver any other documents, instruments or agreements or such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase thereof as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by require. The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the reasonable Lenders.
(iii) On each Additional Lender Assumption Effective Date with respect to the Specific Commitment being increased, as appropriate, the Lenders shall make adjustments among themselves with respect to the Loans then outstanding and amounts of principal, interest, commitment fees and expenses other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculatedAgent, in each caseorder to reallocate among such Lenders such outstanding amounts, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender based on the date revised Applicable Commitment Percentages and to otherwise carry out fully the intent and terms of such Commitment Increase, with such Loan(sthis Section 2.10(a) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower Borrowers shall pay to the Administrative Agent Lenders any amounts that would be payable pursuant to Section 9.07(b) in 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more Loans). In connection with such Commitment Increase.
(d) Notwithstanding any provision contained herein to therewith, it is understood and agreed that the contrary, from and after the date Maximum Amount of any Lender will not be increased without the prior written consent of such Lender. The Borrowers shall not request any increase in the Total Commitment Increase Amount pursuant to this subsection (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. At the time of any such increase, at the request of the Administrative Agent, the Credit Parties and the making of any Loans on Lenders shall enter into an amendment to evidence such date pursuant increase and to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on address related provisions as reasonably deemed necessary or appropriate by the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of timeAdministrative Agent.
Appears in 1 contract
Samples: Credit and Security Agreement (AvidXchange Holdings, Inc.)
Increase in Commitment. (ai) The Borrower At any time during thefrom the First Amendment Effective Date through the last day of Commitment Increase Period, the Borrowers may request that the Administrative Agent increase the aggregate amount Total Commitment Amount by (A) increasing the 59
(ii) During the Commitment Increase Period, all of the Commitments by an amount not greater than $50,000,000 (any such increase, a “Commitment Increase”) by designating either one or more of Lenders agree that the existing Lenders (each of whichAdministrative Agent, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or permit one or more Eligible Assignees reasonably acceptable Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) each Additional Commitment from an Additional Lender, if any, shall be in an amount of at least Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to the Borrowers and 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 Additional Commitments (each an “Additional Lender Assumption Effective Date”), (D) the applicable Borrowers shall (1) deliver to the Administrative Agent that at the time agreeresolutions of the board of directors (or other governing body) of such Borrower, in the case of any existing Lender form and substance reasonably satisfactory to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy evidencing approval of such notice increase and the consummation of the transactions contemplated thereby and (2) if requested by the Administrative Agent, deliver to the Administrative Agent an opinion of counsel with respect to such increase, in form and substance reasonably satisfactory to the Administrative Agent, and (E) the applicable Borrowers shall execute and deliver to the Administrative Agent and the Lenders such replacement or additional Notes as shall be required by the Administrative Agent (if Notes have been requested by such Lender or Lenders). The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders.
(biii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of On each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower Assumption Effective Date with respect to the Specific Commitment Increase and such opinions of counsel for being increased, as appropriate, the Borrower Lenders shall make adjustments among themselves with respect to the Commitment Increase as the Administrative Agent may reasonably requestLoans then outstanding and amounts of principal, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) belowinterest, (C) receipt by the Administrative Agent of the reasonable commitment fees and expenses other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculatedAgent, in each caseorder to reallocate among such Lenders such outstanding amounts, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender based on the date revised Applicable Commitment Percentages and to otherwise carry out fully the intent and terms of such Commitment Increase, with such Loan(sthis Section 2.10(b) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower appropriate Borrowers shall pay to the Administrative Agent Lenders any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increase.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.60
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Increase in Commitment. (ai) The Borrower At any time during the Commitment Increase Period, the Borrowers may request that the Administrative Agent increase the Total Commitment Amount by (A) increasing the Maximum Revolving Amount, or (B) adding an additional term loan facility (the “Additional Term Loan Facility”) (which Additional Term Loan Facility shall be subject to subsection (c) below); provided that the aggregate amount of the Commitments by all increases made pursuant to this subsection (b) shall not exceed One Hundred Million Dollars ($100,000,000). Each such request for an increase shall be in an amount not greater than of at least Ten Million Dollars ($50,000,000 10,000,000), increased by increments of One Million Dollars (any such increase$1,000,000), a “Commitment Increase”and may be made by either (1) by designating either increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments (2) adding a new commitment for one or more Lenders, with their prior written consent, with respect to the Additional Term Loan Facility, or (3) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment or the Additional Term Loan Facility, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”).
(ii) During the Commitment Increase Period, all of the existing Lenders (each of whichagree that the Administrative Agent, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or permit one or more Eligible Assignees reasonably acceptable Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) each Additional Commitment from an Additional Lender, if any, shall be in an amount of at least Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to the Borrowers and 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 Additional Commitments (each an “Additional Lender Assumption Effective Date”), (D) the applicable Borrowers shall (1) deliver to the Administrative Agent that at the time agreeresolutions of the board of directors (or other governing body) of such Borrower, in the case of any existing Lender form and substance reasonably satisfactory to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy evidencing approval of such notice increase and the consummation of the transactions contemplated thereby and (2) if requested by the Administrative Agent, deliver to the Administrative Agent an opinion of counsel with respect to such increase, in form and substance reasonably satisfactory to the Administrative Agent, and (E) the applicable Borrowers shall execute and deliver to the Administrative Agent and the Lenders such replacement or additional Notes as shall be required by the Administrative Agent (if Notes have been requested by such Lender or Lenders). The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders.
(biii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of On each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower Assumption Effective Date with respect to the Specific Commitment Increase and such opinions of counsel for being increased, as appropriate, the Borrower Lenders shall make adjustments among themselves with respect to the Commitment Increase as the Administrative Agent may reasonably requestLoans then outstanding and amounts of principal, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) belowinterest, (C) receipt by the Administrative Agent of the reasonable commitment fees and expenses other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculatedAgent, in each caseorder to reallocate among such Lenders such outstanding amounts, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender based on the date revised Applicable Commitment Percentages and to otherwise carry out fully the intent and terms of such Commitment Increase, with such Loan(sthis Section 2.10(b) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower appropriate Borrowers shall pay to the Administrative Agent Lenders any amounts that would be payable pursuant to Section 9.07(b) in 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more Term SOFR Loans). In connection with such Commitment Increase.
(d) Notwithstanding any provision contained herein to therewith, it is understood and agreed that the contrary, from and after the date Maximum Amount of any Lender will not be increased (or decreased except pursuant to subsection (a) above) without the prior written consent of such Lender. The Borrowers shall not request any increase in the Total Commitment Increase Amount pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such increase, would exist. At the time of any such increase, at the request of the Administrative Agent, the Credit Parties and the making Lenders shall enter into an amendment to evidence such increase and to address related provisions as deemed necessary or appropriate by the Administrative Agent. Upon the addition of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) Term Loan Facility and upon each increase of the principal amount outstanding of each Loan made Maximum Revolving Amount, the Total Commitment Amount shall be increased by each such Lender during the relevant period of timesame amount.
Appears in 1 contract
Increase in Commitment. (a) The At any time during the Commitment Increase Period, Administrative Borrower may request that Agent and the Lenders (i) increase the aggregate amount of the Commitments by an amount not greater than $50,000,000 Revolving Credit Commitment (any such increase, a an “Commitment Incremental Revolving Credit Increase”) by designating either and/or (ii) provide one or more of the existing Lenders incremental term loan commitments (each of whichany such incremental term loan commitment, in its sole discretion, may determine whether and an “Incremental Term Loan Commitment”) to what degree to participate in such Commitment Increase) or make one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agreeterm loans (any such term loan, in the case of any existing Lender to increase its Commitment (an “Increasing LenderIncremental Term Loan”) and, in the case of any other Eligible Assignee (; each Incremental Term Loan and each Incremental Revolving Credit Increase are collectively referred to herein as an “Additional LenderIncremental Increase”), in an aggregate principal amount for all such Incremental Revolving Credit Increases and Incremental Term Loans incurred after the Ninth Amendment Effective Date not to become a party to this Agreementexceed Three Hundred Million Dollars ($300,000,000); provided that no Incremental Increases shall be requested during the Covenant Adjustment Period. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Each such request for an Incremental Increase shall not be in the aggregate exceed the an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (x) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments and/or the Commitment Increase addition of an Incremental Term Loan Commitment, and/or (y) including one or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the more Additional Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lenderwith a new commitment under the Revolving Credit Commitment or with an Incremental Term Loan Commitment, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become as applicable, as a party to this Agreement and (each an “Additional Commitment” and, collectively, the “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 be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase made as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) a term loan “A” to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and one or more Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of or Additional Lenders and/or a certificate (the statements contained in which shall term loan “B” to be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the one or more “institutional” lenders on customary terms determined by Agent, US Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan Lenders, Lenders or Loans made by such Lender on the date of such Commitment Increaselenders, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increaseapplicable.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
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Increase in Commitment. (a) The i. At any time during the Commitment Increase Period, the Borrower may request that the Administrative Agent (A) increase the Maximum Revolving Amount, or (B) add a term loan facility to this Agreement (the “Additional Term Loan Facility”) (which Additional Term Loan Facility shall be subject to subsection (c) below); provided that the aggregate amount of the Commitments by all increases (revolver and term) made pursuant to this subsection (b) shall not exceed One Hundred Fifty Million Dollars ($150,000,000). Each such request for an increase shall be in an amount not greater than of at least Ten Million Dollars ($50,000,000 10,000,000), and may be made by either (any such increase1) increasing, a “Commitment Increase”) by designating either for one or more Revolving Lenders, with their prior written consent, their respective Revolving Credit Commitments, (2) adding a new commitment for one or more Lenders, with their prior written consent, with respect to the Additional Term Loan Facility, or (3) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment or the Additional Term Loan Facility, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”).
ii. During the Commitment Increase Period, all of the existing Lenders (each of whichagree that the Administrative Agent, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or permit one or more Eligible Assignees reasonably acceptable Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) each Additional Commitment from an Additional Lender, if any, shall be in an amount of at least Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to the 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 prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), (D) the Borrower shall execute and deliver to the Administrative Agent that at and the time agreeapplicable Lenders such replacement or additional Notes as shall be required by the Administrative Agent (if Notes have been requested by such Lender or Lenders) and (E) solely with respect to any Additional Commitment in connection with the Project Everest Acquisition, upon satisfaction solely of the Project Everest Acquisition Conditions. The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders.
iii. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the 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 case opinion of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of in order to reallocate among the applicable Lenders such notice to outstanding amounts, based on the Lenders.
(b) Any revised Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement Percentages and to be bound by all otherwise carry out fully the intent and terms and provisions hereof binding upon each Lender, and of this Section 2.10(b) (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent applicable Lenders any amounts that would be payable pursuant to Section 9.07(b3.3 hereof if such adjustments among the applicable Lenders would cause a prepayment of one or more Fixed Rate 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) in connection hereof) without the prior written consent of such Lender. Other than with such Commitment Increase.
(d) Notwithstanding any provision contained herein respect to the contraryProject Everest Acquisition, from and the Borrower shall not request any increase or any addition of a term loan facility pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such increase, would exist. At the date time of any Commitment Increase such increase, at the request of the Administrative Agent, the Credit Parties and the making of any Loans on Lenders shall enter into an amendment to evidence such date pursuant increase and to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on address related provisions as deemed necessary or appropriate by the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of timeAdministrative Agent.
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Increase in Commitment. (a) The Borrower may increase the aggregate amount of the Commitments by an amount not greater than $50,000,000 (any such increase, a “Commitment Increase”) by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) Provided no Default or Event of Default has occurred and is continuing, or would result therefrom, at any time and (ii) all representations and warranties made by from time to time, the Borrower in this Agreement are true may, by delivering an Increase Request to the Agent, request one or more increases to the amount of the Syndicated Facility Commitment Amount (each an “Increase”). Each Increase may not be less than Cdn. $1,000,000 and correct in all material respects as of the Commitment Amount after any Increase may not exceed the then current Borrowing Base.
(b) Each Increase Request will be delivered at least 20 Banking Days before the date of the Commitment requested Increase and will specify the requested principal amount of such Increase and the requested date of such Increase.
(c) If any Loans are outstanding Each Lender may, at its option, provide its Rateable Portion of the requested Increase. Any Lender consenting to provide its Rateable Portion of the Increase shall so notify the Agent within 10 Banking Days of the Increase Request and, upon delivery of such consent to the effective date Agent, will be deemed to have committed to increase its respective Individual Syndicated Facility Commitment Amount accordingly. Any Lender which does not advise the Borrower and the Agent, within 10 Banking Days of any Commitment an Increase Request, that such Lender will provide its Rateable Portion of the requested Increase will be deemed to have declined to provide its Rateable Portion thereof. Not more than three Banking Days following (i) the last day for receipt by the Agent of such notices; or (ii) if all such Lenders have provided such notice, the day on which the last of such notices has been received by the Agent, the Agent will advise each Lender and the Borrower which Lenders have agreed to provide their Rateable Portion of the Increase and which Lenders have declined to provide their Rateable Portion of the Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in Rateable Portion so agreed or declined by each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on (the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A“Allocation Notice”), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increase.
(d) Notwithstanding Each Lender agreeing to provide its Rateable Portion of the Increase may offer to acquire all or any provision contained herein portion of the requested Increase that has not yet been allocated to a Lender (the “Unallocated Portion”) by giving written notice to the contraryAgent of the portion of the Unallocated Portion which such Lender is prepared to acquire. Such notice will be given not more than five Banking Days following receipt by such Lender of the Allocation Notice. By delivering such notice, from each such Lender will be deemed to have committed to increase its respective Individual Syndicated Facility Commitment Amount accordingly. If more than one such Lender gives notice to the Agent that it wishes to acquire all or a portion of the Unallocated Portion (each such Lender, an “Additional Offer Lender”) and after the date amount of such Unallocated Portion which all such Additional Offer Lenders wish to acquire exceeds the amount of the Unallocated Portion, each such Additional Offer Lender will be deemed to have offered to acquire its Rateable Portion (determined on a pro rata basis by the Agent according to the respective amounts such Lenders have indicated that they wish to acquire of the Unallocated Portion, rounded to the nearest Cdn. $500,000). The Agent will give written notice to the Borrower, within two Banking Days following the expiry of the time for such Lenders to give notice of their intention to acquire pursuant to this Section 3.12(d), of any Lender agreeing to acquire all or a portion of the Unallocated Portion.
(e) If the Lenders have not offered to acquire all of the Unallocated Portion, then the Borrower may arrange for one or more other financial institutions (each a “Substitute Lender”) to offer to acquire the balance of the Unallocated Portion, subject to the following conditions:
(i) each Substitute Lender being satisfactory to the Agent; and
(ii) each Substitute Xxxxxx having delivered to the Agent an instrument in writing agreeing to be bound by the terms of this Agreement as a Lender.
(f) Notwithstanding anything to the contrary in this Agreement, no Lender will have any obligation to participate in any requested Increase unless it agrees to do so in its sole discretion.
(g) Any increase in the Individual Syndicated Facility Commitment Amount pursuant to an Increase Request will be subject to satisfaction by the Borrower of the following conditions precedent:
(i) delivery to the Agent of such Officer’s Certificates, directors’ resolutions or equivalents and legal opinions, and the making of any Loans on such date registrations or filings, as the Agent may reasonably require;
(ii) payment by the Borrower to each Lender whose Individual Syndicated Facility Commitment Amount has increased pursuant to paragraph (c) above, all calculations and payments this Section 3.12 of Facility Fees, Utilization Fees and of interest a commitment fee on the Loans comprising any Loan shall take into account amount of such increase at a rate to be negotiated by the actual Commitment Borrower and the Agent which is satisfactory to the Lenders; and
(iii) satisfaction of such additional conditions as the Agent may reasonably require.
(h) If an Increase is to be made pursuant to this Section 3.12, the Agent will forthwith prepare and deliver to the Borrower and each Lender (including a new Schedule A setting forth the Additional Lender) Individual Syndicated Facility Commitment Amount of the Lenders following the Increase. On the Banking Day following delivery of such new Schedule A, upon confirmation of the satisfaction of the foregoing conditions, such new Schedule A and the principal amount outstanding revised Individual Syndicated Facility Commitment Amount of each Loan made by each such Lender during the relevant period of timeLenders set forth therein will become effective.
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Increase in Commitment. (a) The At any time during the Commitment Increase Period, Borrower may request that Agent increase the aggregate amount of Revolving Amount from the Commitments Closing Revolving Amount up to the Maximum Revolving Amount by an amount not greater than $50,000,000 either (any such increasei) increasing, a “Commitment Increase”) by designating either for one or more Revolving Lenders, with their prior written consent, their respective Applicable Commitment Percentage of the existing 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 and the Term Loan Commitment, as a party to this Agreement (collectively, the “Additional Commitment”). During the Commitment Increase Period, all of the Lenders (each of whichagree that Agent, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or permit one or more Eligible Assignees reasonably acceptable 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 Administrative 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 that at and the time agreeLenders 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 case 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 existing 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 any increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders Revolving Amount pursuant to this Section 2.08 plus the Commitments subsection (b) if a Default or an Event of the Additional Lenders upon 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 Increase Amount shall not in the aggregate exceed be increased by the amount of the Commitment Increase or be less than $10,000,000 increase in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the LendersRevolving Amount.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increase.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 1 contract
Samples: Credit and Security Agreement (Shiloh Industries Inc)
Increase in Commitment. (a) The At any time during the Commitment Increase Period, Administrative Borrower may request that Agent increase the aggregate Revolving Amount from the Closing Revolving Amount up to an amount that shall not exceed the Maximum Revolving Amount. Each such request for an increase shall be in an amount of the Commitments at least Five Million Dollars ($5,000,000), increased by an amount not greater than increments of One Million Dollars ($50,000,000 1,000,000), and may be made by either (any such increasei) increasing, a “Commitment Increase”) by designating either for one or more of the existing Lenders Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increaseii) or including one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lenderwith a new commitment under the Revolving Credit Commitment, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become as a party to this Agreement and (collectively, the “Additional Commitments”); provided that existing Lenders shall be given the first opportunity to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to provide Additional Commitments. During the Commitment Increase and such opinions Period, all of counsel for the Borrower with respect to Lenders agree that Agent shall permit one or more Additional Commitments upon satisfaction of the Commitment Increase as the Administrative Agent may reasonably requestfollowing 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 funding by Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each Increasing Lender and an “Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) belowAssumption Effective Date”), (C) receipt by the Administrative Agent of the reasonable fees Borrowers shall execute and expenses of the Administrative deliver to Agent and the Lenders associated with such Commitment Increasereplacement or additional Revolving Credit Notes as shall be required by Agent, and (D) receipt by Borrowers shall, on the Administrative Agent 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 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 statements contained in which 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 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 truenecessary, 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 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 in the Revolving Amount pursuant to this Section 2.9(b) if a duly authorized officer Default or an Event of the Borrower stating that both before and Default shall then exist, or immediately after giving effect to any such Commitment Increase increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as including a pro forma calculation of the date financial covenants set forth in Section 5.7 hereof) would exist. Upon each increase of the Revolving Amount, the Total Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender Amount shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increaseproportionally increased.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 1 contract
Increase in Commitment. (ai) The At any time during the Commitment Increase Period, the Borrower may request that the Administrative Agent increase the Total Commitment Amount by increasing the Maximum Revolving Amount; provided that the aggregate amount of the Commitments by all such increases made pursuant to this Section 2.9(b) shall not exceed One Hundred Fifty Million Dollars ($150,000,000). Each such request for an increase shall be in an amount not greater than of at least Ten Million Dollars ($50,000,000 10,000,000), and may be made by either (any such increaseA) increasing, a “Commitment Increase”) by designating either for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (B) 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”). Notwithstanding the foregoing or anything to the contrary set forth herein, the extension of the existing 2020 Term Loans on the Second Amendment Effective Date shall be deemed to have occurred under this Section 2.9(b). After giving effect thereto, the amount available under this Section 2.9(b) for future increases shall be Seventy Five Million Dollars ($75,000,000).
(ii) During the Commitment Increase Period, all of the Lenders (each of whichagree that the Administrative Agent, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or permit one or more Eligible Assignees reasonably acceptable Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) each Additional Commitment from an Additional Lender, if any, shall be in an amount of at least Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to the 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 prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (D) the Borrower shall execute and deliver to the Administrative Agent that at and the time agree, in Lenders such replacement or additional Revolving Credit Notes as shall be required by the case of any existing Lender to increase its Commitment Administrative Agent (an “Increasing Lender”) and, in and requested by the case of any other Eligible Assignee (an “Additional Lender”Lenders), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 hereby authorize the Administrative Agent, which shall promptly provide a copy Agent to execute each Additional Lender Assumption Agreement on behalf of such notice to the Lenders.
(biii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of On each Additional Lender to become a party to this Agreement and to be bound by all Assumption Effective Date, the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower Lenders shall make adjustments among themselves with respect to the Commitment Increase Loans then outstanding and such opinions amounts of counsel for the Borrower principal, interest, commitment fees and other amounts paid or payable with respect to thereto as shall be necessary, in the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses opinion of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculatedAgent, in each caseorder to reallocate among such Lenders such outstanding amounts, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender based on the date revised Commitment Percentages and to otherwise carry out fully the intent and terms of such Commitment Increase, with such Loan(sthis Section 2.9(b) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent Lenders any amounts that would be payable pursuant to Section 9.07(b) in 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more Eurocurrency Loans). In connection with such Commitment Increase.
(d) Notwithstanding any provision contained herein to therewith, it is understood and agreed that the contrary, from and after the date Maximum Revolving Amount of any Lender will not be increased (or decreased except pursuant to subsection (a) hereof) without the prior written consent of such Lender. The Borrower shall not request any increase in the Total Commitment Increase 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, would exist. At the time of any such increase, at the request of the Administrative Agent, the Credit Parties and the making Lenders shall enter into an amendment to evidence such increase and to address related provisions as deemed necessary or appropriate by the Administrative Agent. Upon each increase of any Loans on such date pursuant to paragraph (c) abovethe Maximum Revolving Amount, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan Total Commitment Amount shall take into account be increased by the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of timesame amount.
Appears in 1 contract
Increase in Commitment. (a) The Borrower may increase the aggregate amount of the Commitments by an amount not greater than $50,000,000 (any such increase, a “Commitment Increase”) by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) Provided no Default or Event of Default has occurred and is 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 desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender acceptable to the Agent and (ii) all representations and warranties 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 Borrower in this Agreement are true and correct in 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 material respects as of the such Commitment Amount Increases shall not exceed $150,000,000. The effective date of the Commitment Increase.
(c) If any Loans are outstanding Amount Increase shall be agreed upon by the effective date of any Commitment IncreaseCompany, each Increasing such Additional Lender and the Agent (whose agreement shall not be unreasonably withheld, conditioned or delayed). Upon the effectiveness thereof, each Additional Lender shall provide funds to advance the Administrative Agent relevant Revolving Loans and purchase Participating Interests in the manner described in Section 2.03(d) all then outstanding Letters of Credit in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), sufficient such that after giving effect to such Commitment Increase relevant Revolving Loans and purchases each Lender (including such Additional Lender) shall have outstanding its respective Percentage of the Loan made 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 Commitment Increaseeffectiveness unless the Borrowers pay all amounts due under Section 2.5 hereof, each Loan outstanding hereunder and that the Company shall consist of Loans made ratably by all not have terminated any portion of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable Total Commitments pursuant to Section 9.07(b3.5(a) in connection with such hereof. The Company agrees to pay any reasonable fees or expenses of the Agent (including reasonable fees and disbursements of counsel) relating to any Commitment Amount Increase.
(d) . Notwithstanding any provision contained anything herein to the contrary, from no Lender shall have any obligation to increase its Total Commitment and after the date of any no Lender’s Total Commitment Increase shall be increased without its consent thereto, and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) may at its option, unconditionally and the principal amount outstanding of each Loan made by each such Lender during the relevant period of timewithout cause, decline to increase its Total Commitment.
Appears in 1 contract
Samples: Credit Agreement (Emcor Group Inc)
Increase in Commitment. (a) After the Closing Date, the Borrower shall have the right to request that the Agent obtain additional Revolving Commitments (the “Additional Commitments”) so that the Revolving Commitments aggregate an amount equal to Five Hundred Million Dollars ($500,000,000) (the “Increased Facility Amount”), each which request shall be made by the Borrower giving written notice (the “Additional Commitment Notice”) to the Agent setting forth such details with respect thereto as are reasonably requested by the Agent. Upon such request, the Agent 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 Additional Commitments, use its reasonable efforts, in accordance with its customary syndication procedures, 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 proposing additional bank syndicate members. If any existing Lender shall not agree (in its sole discretion) to provide its pro rata share of the proposed 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), prior to 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 amount 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 existing Lender shall remain a Lender hereunder, subject to the terms and conditions hereof. From and after the Syndication Expiration Date, the Agent shall have no 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 Lender which is the Agent shall have the right, at its option, to commit to make the Additional Commitments available to the 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 or make new Revolving Commitments in response to the Borrower’s request for an increase in the aggregate Commitments pursuant to this Section 2.24 and which other changes do not adversely affect the rights of those Lenders who do not elect to increase their respective Revolving Commitments, in each case without the consent of the Lenders other than those Lenders increasing their Revolving Commitments.
(b) Notwithstanding the foregoing, an increase in the aggregate amount of the Revolving Commitments by an amount not greater than $50,000,000 (any such increase, a “Commitment Increase”) by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase effective only if (i) no Default or Event of Default has shall have occurred and be continuing on the date such increase is continuing, and to become effective; (ii) all each of the representations and warranties made by the Borrower in this Agreement are and the other Loan Documents shall be true and correct in all material respects on and as of the date of the Additional Commitment Increase.
Notice and the date such increase is to become effective with the same force and effect as if made on and as of such date (cor, if any such representation or warrant is expressly stated to have been made as of a specific date, as of such specific date); (iii) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender Agent shall have received such documents and each Additional Lender shall provide funds certificates as the Agent or its counsel may reasonably request relating to the Administrative authorization of such increase; and (iv) the Agent in shall have received payment by the manner Borrower of the additional syndication and arrangement fees described in Section 2.03(d2.24(a) in an amount equal with respect to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increase.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 1 contract
Samples: Senior Unsecured Revolving Credit Agreement (Choice Hotels International Inc /De)
Increase in Commitment. (ai) The At any time during the Commitment Increase Period, Administrative Borrower may request that Agent increase the Total Commitment Amount by (A) increasing the Revolving Amount, or (B) adding an Additional Facility to this Agreement (any such Additional Facility shall be subject to subsection (c) below); provided that the aggregate amount of all such increases under this subsection (b) shall not exceed the Commitments by Commitment Increase Amount. Each such request for an increase shall be in an amount not greater than of at least Five Million Dollars ($50,000,000 5,000,000), increased by increments of One Million Dollars (any such increase$1,000,000), a “Commitment Increase”and may be made by either (1) by designating either increasing, for one or more of the existing Lenders Revolving Lenders, with their prior written consent, their respective Revolving Credit Commitments, (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase2) or adding a new commitment for one or more Eligible Assignees reasonably acceptable Lenders, with their prior written consent, with respect to an Additional Facility, or (3) including one or more Additional Lenders, each with a new commitment under the Administrative Agent that at the time agreeRevolving Credit Commitment or an Additional Facility, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become as a party to this Agreement. The sum of Agreement (each an “Additional Commitment” and, collectively, the increases in “Additional Commitments”); provided that existing Lenders shall be given the Commitments of the Increasing Lenders pursuant first opportunity to this Section 2.08 plus the Commitments of the provide Additional Lenders upon giving effect to Commitments.
(ii) During the Commitment Increase shall not in the aggregate exceed the amount 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 applicable Commitment Increase 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 and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes or other Notes as shall be less than $10,000,000 in required by Agent (and requested by the aggregate and integral multiples of $5,000,000 in excess thereofLenders). The Borrower shall provide prompt notice Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(biii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of On each Additional Lender to become a party to this Agreement and to be bound by all Assumption Effective Date, as appropriate, the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower Lenders shall make adjustments among themselves with respect to the Commitment Increase Loans then outstanding and such opinions amounts of counsel for the Borrower principal, interest, commitment fees and other amounts paid or payable with respect to the Commitment Increase thereto as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase andnecessary, in the case opinion of an Additional LenderAgent, in order to reallocate among the applicable Lenders such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender outstanding amounts, based on the date revised applicable Commitment Percentages and to otherwise carry out fully the intent and terms of such Commitment Increase, with such Loan(sthis Section 2.9(b) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower Borrowers shall pay to the Administrative Agent applicable Lenders any amounts that would be payable pursuant to Section 9.07(b) in 3.3 hereof if such adjustments among the applicable Lenders would cause a prepayment of one or more Eurodollar Loans). In connection with such Commitment Increase.
(d) Notwithstanding any provision contained herein to therewith, it is understood and agreed that the contrary, from and after the date Maximum Amount of any Lender will not be increased (or decreased except pursuant to Section 2.9(a) above) without the prior written consent of such Lender. Borrowers shall not request any increase in the Total Commitment Increase 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. At the time of any such increase, at the request of Agent, the Credit Parties and the making of any Loans on Lenders shall enter into an amendment to evidence such date pursuant increase and to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made address related provisions as deemed necessary or appropriate by each such Lender during the relevant period of timeAgent.
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Increase in Commitment. (a) The Borrower may increase the aggregate amount of the Commitments by an amount not greater than $50,000,000 (any such increase, a “Commitment Increase”) by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more Eligible Assignees assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (Ai) the receipt by the Administrative Agent of (iA) an agreement in form and substance reasonably satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (iiB) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (Bii) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (Ciii) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (Div) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (iX) no Default or Event of Default has occurred and is continuing, and (iiY) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (xi) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (yii) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (xI) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (yII) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan Loans made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b2.12(e) in connection with such Commitment Increase.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
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Increase in Commitment. (a) The At any time during the Commitment Period, Administrative Borrower may request that Agent increase the aggregate amount of Total Commitment Amount from the Commitments by Closing Commitment Amount up to an amount that shall not greater than exceed the Maximum Commitment Amount. Each such increase shall be in increments of at least Ten Million Dollars ($50,000,000 10,000,000), and may be made by either (any such increasei) increasing, a “Commitment Increase”) by designating either 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 Period, all of the existing Lenders (each of whichagree that Agent, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or permit one or more Eligible Assignees reasonably acceptable 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(A) to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the Administrative date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent that at and the time agreeLenders 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 case 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). In connection therewith, it is understood and agreed that the Maximum Amount of any existing 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 its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders Commitment pursuant to this Section 2.08 plus the Commitments 2.9(b) if a Default or an Event of the Additional Lenders upon giving effect to the Commitment Increase Default shall not in the aggregate exceed the amount of the Commitment Increase then exist, or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and immediately after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increaseincrease would exist.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 1 contract
Samples: Credit Agreement (Nn Inc)
Increase in Commitment. (a) After the Closing Date, the Borrower shall have the right to request that the Agent obtain additional Revolving Commitments (the “Additional Commitments”) so that the Revolving Commitments aggregate an amount equal to Three Hundred Fifty Million Dollars ($350,000,000) (the “Increased Facility Amount”), each which request shall be made by the Borrower giving written notice (the “Additional Commitment Notice”) to the Agent setting forth such details with respect thereto as are reasonably requested by the Agent. Upon such request, the Agent 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 Additional Commitments, use its reasonable efforts, in accordance with its customary syndication procedures, 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 proposing additional bank syndicate members. If any existing Lender shall not agree to provide its pro rata share of the proposed Additional Commitments within 10 days after receipt from the Agent of a request to accept such pro-rata share of the proposed Additional Commitments, prior to 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 amount 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 existing Lender shall remain a Lender hereunder, subject to the terms and conditions hereof. From and after the Syndication Expiration Date, the Agent shall have no 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 Lender which is the Agent shall have the right, at its option, to commit to make the Additional Commitments available to the 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 or make new Revolving Commitments in response to the Borrower’s request for an increase in the aggregate Commitments pursuant to this Section 2.24 and which other changes do not adversely affect the rights of those Lenders who do not elect to increase their respective Revolving Commitments, in each case without the consent of the Lenders other than those Lenders increasing their Revolving Commitments.
(b) Notwithstanding the foregoing, an increase in the aggregate amount of the Revolving Commitments by an amount not greater than $50,000,000 (any such increase, a “Commitment Increase”) by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase effective only if (i) no Default or Event of Default has shall have occurred and be continuing on the date such increase is continuing, and to become effective; (ii) all each of the representations and warranties made by the Borrower in this Agreement are and the other Loan Documents shall be true and correct in all material respects on and as of the date of the Additional Commitment Increase.
Notice and the date such increase is to become effective with the same force and effect as if made on and as of such date (cor, if any such representation or warrant is expressly stated to have been made as of a specific date, as of such specific date); (iii) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender Agent shall have received such documents and each Additional Lender shall provide funds certificates as the Agent or its counsel may reasonably request relating to the Administrative authorization of such increase; and (iv) the Agent in shall have received payment by the manner Borrower of the additional syndication and arrangement fees described in Section 2.03(d2.24(a) in an amount equal with respect to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increase.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 1 contract
Samples: Senior Unsecured Revolving Credit Agreement (Choice Hotels International Inc /De)
Increase in Commitment. Provided there exists no Default, the Borrower on behalf of the Borrower and Guarantors may, on any Business Day after the date hereof, without the consent of any Bank but with the written consent of the Administrative Agent, each Letter of Credit Issuer and the Swing Lender (a) The Borrower may which consents shall not be unreasonably withheld or delayed), increase the aggregate amount of the Commitments by an amount not greater than $50,000,000 delivering a Commitment Amount Increase Request at least five (any such increase, a “Commitment Increase”5) by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more Eligible Assignees reasonably acceptable Business Days prior to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy desired effective date of such notice to increase (the Lenders.
"Commitment Amount Increase") identifying an additional Bank (b) Any or additional Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) agreed to be made by each such Lender described any existing Bank) and the amount of its Commitment (or additional amount of its Commitment); provided, however, that any increase in paragraph (c) below, (C) receipt by the Administrative Agent aggregate amount of the reasonable fees and expenses Commitments when added to the "Commitments" under the US Credit Agreements to an amount in excess of U.S. $450,000,000 will require the approval of the Administrative Agent and Lenders associated with such Commitment IncreaseRequired Banks; provided further that prior to approaching an additional Bank, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect shall have offered to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of existing Banks the opportunity to increase their respective Commitments. The effective date of the Commitment Increase.
(c) If any Loans are outstanding Amount Increase shall be agreed upon by the effective date of any Commitment IncreaseBorrower and the Administrative Agent. Upon the effectiveness thereof, each Increasing Lender and new Bank (or, if applicable, each Additional Lender existing Bank which consented to an increase in its Commitment) shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) advance Loans in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), sufficient such that after giving effect to its Loan each Bank shall have outstanding its pro rata share of Loans. It shall be a condition to such Commitment Increase and the Loan made effectiveness that no Euro-Canadian Dollar Loans be outstanding on the date of such Commitment Increase, each Loan outstanding hereunder effectiveness and that the Borrower shall consist of Loans made ratably by all not have terminated any portion of the Lenders (after giving effect Commitment pursuant to such Commitment Increase)Section 2.8 hereof. The Borrower shall agrees to pay to any out-of-pocket expenses of the Administrative Agent relating to any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Amount Increase.
(d) . Notwithstanding any provision contained anything herein to the contrary, from no Bank shall have any obligation to increase its Commitment and after the date of any no Bank's Commitment Increase shall be increased without its consent thereto, and the making of any Loans on such date pursuant each Bank may at its option, unconditionally and without cause, decline to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of timeincrease its Commitment.
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Increase in Commitment. Provided there exists no Default, the Borrower on behalf of the Borrower and Guarantors may, on any Business Day after the date hereof, without the consent of any Bank but with the written consent of the Administrative Agent, each Letter of Credit Issuer and the Swing Lender (a) The Borrower may which consents shall not be unreasonably withheld or delayed), increase the aggregate amount of the Commitments by an amount not greater than $50,000,000 delivering a Commitment Amount Increase Request at least five (any 5) Business Days prior to the desired effective date of such increase, a increase (the “Commitment Amount Increase”) by designating either one identifying an additional Bank (or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such additional Commitment Increase) or one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) agreed to be made by each such Lender described any existing Bank) and the amount of its Commitment (or additional amount of its Commitment); provided, however, that any increase in paragraph (c) below, (C) receipt by the Administrative Agent aggregate amount of the reasonable fees and expenses Commitments to an amount in excess of U.S. $750,000,000 will require the approval of the Administrative Agent and Lenders associated with such Commitment IncreaseRequired Banks; provided further that prior to approaching an additional Bank, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect shall have offered to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of existing Banks the opportunity to increase their respective Commitments. The effective date of the Commitment Increase.
(c) If any Loans are outstanding Amount Increase shall be agreed upon by the effective date of any Commitment IncreaseBorrower and the Administrative Agent. Upon the effectiveness thereof, each Increasing Lender and new Bank (or, if applicable, each Additional Lender existing Bank which consented to an increase in its Commitment) shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) advance Loans in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), sufficient such that after giving effect to its Loan each Bank shall have outstanding its pro rata share of Loans. It shall be a condition to such Commitment Increase and the Loan made effectiveness that no Euro-Dollar Loans or Euro-Canadian Dollar Loans be outstanding on the date of such Commitment Increase, each Loan outstanding hereunder effectiveness and that the Borrower shall consist of Loans made ratably by all not have terminated any portion of the Lenders (after giving effect Commitment pursuant to such Commitment Increase)Section 2.8 hereof. The Borrower shall agrees to pay to any out-of-pocket expenses of the Administrative Agent relating to any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Amount Increase.
(d) . Notwithstanding any provision contained anything herein to the contrary, from no Bank shall have any obligation to increase its Commitment and after the date of any no Bank’s Commitment Increase shall be increased without its consent thereto, and the making of any Loans on such date pursuant each Bank may at its option, unconditionally and without cause, decline to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of timeincrease its Commitment.
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Increase in Commitment. (a) The At any time during the Commitment Increase Period, Borrower may request that the Global Agent proportionally increase the aggregate amount of Maximum 364 Day Commitment Amount and Maximum General Revolving Commitment Amount from the Commitments Combined Closing Commitment Amount to the Combined Maximum Commitment Amount by an amount not greater than $50,000,000 either (any such increasei) proportionally increasing, a “Commitment Increase”) by designating either for one or more of Lenders, with their prior written consent, their 364 Day Commitment and General Revolving Commitment, or (ii) including one or more Additional Lenders, each with a new 364 Day Commitment and a new General Revolving Commitment (with the existing 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 (each of whichagree that the Global Agent, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or permit one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum Commitments upon satisfaction of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon following requirements: (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each if any, shall execute an Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably requestAssumption Agreement, (B) the funding by Global Agent shall provide to each Increasing Lender 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 Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt Borrower shall execute and deliver to the Global Agent and the Lenders such replacement or additional 364 Day Notes and General Revolving Notes as shall be required by the Administrative Global Agent. The Lenders hereby authorize the Global Agent to execute each Additional Lender Assumption Agreement on behalf of the reasonable Lenders. On each Assumption Effective Date, the 364 Day Lenders and the General Revolving Lenders shall make adjustments among themselves with respect to the 364 Day Loans and General Revolving Loans then outstanding and amounts of principal, interest, facility fees and expenses other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent Global Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Applicable Commitment Percentages and Lenders associated with such to otherwise carry out fully the terms of this Section 2.7(c). Borrower shall not request any increase in the Commitment Increase, and (Dpursuant to this Section 2.7(c) receipt by the Administrative Agent if a Default or an Event of a certificate (the statements contained in which Default shall be true) of a duly authorized officer of the Borrower stating that both before and then exist or immediately after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increaseincrease would exist.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
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Increase in Commitment. (a) The Borrower may increase the aggregate amount of the Commitments by an amount not greater than $50,000,000 (any such increase, a “Commitment Increase”) by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) Provided no Default or Event of Default has occurred and is 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 desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender acceptable to the Agent and (ii) all representations and warranties 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 Borrower in this Agreement are true and correct in 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 material respects as of the such Commitment Amount Increases shall not exceed $600,000,000. The effective date of the Commitment Increase.
(c) If any Loans are outstanding Amount Increase shall be agreed upon by the effective date of any Commitment IncreaseCompany, each Increasing such Additional Lender and the Agent (whose agreement shall not be unreasonably withheld, conditioned or delayed). Upon the effectiveness thereof, each Additional Lender shall provide funds to advance the Administrative Agent relevant Revolving Loans and purchase Participating Interests in the manner described in Section 2.03(d) all then outstanding Letters of Credit in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), sufficient such that after giving effect to such Commitment Increase relevant Revolving Loans and purchases each Lender (including such Additional Lender) shall have outstanding its respective Percentage of the Loan made 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 Commitment Increaseeffectiveness unless the Borrowers pay all amounts due under Section 2.5 hereof, each Loan outstanding hereunder and that the Company shall consist of Loans made ratably by all not have terminated any portion of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable Aggregate Revolving Commitments pursuant to Section 9.07(b3.5(a) in connection with such hereof. The Company agrees to pay any reasonable fees or expenses of the Agent (including reasonable fees and disbursements of counsel) relating to any Commitment Amount Increase.
(d) . Notwithstanding any provision contained anything herein to the contrary, from no Lender shall have any obligation to increase its Aggregate Revolving Commitment and after the date of any no Lender’s Aggregate Revolving Commitment Increase shall be increased without its consent thereto, and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) may at its option, unconditionally and the principal amount outstanding of each Loan made by each such Lender during the relevant period of timewithout cause, decline to increase its Aggregate Revolving Commitment.
Appears in 1 contract
Samples: Credit Agreement (EMCOR Group, Inc.)
Increase in Commitment. (a) The Borrower may increase the aggregate amount of the Commitments by an amount not greater than $50,000,000 (any such increase, a “Commitment Increase”) by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) Provided no Default or Event of Default has occurred and is 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 desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender acceptable to the Agent and (ii) all representations and warranties 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 Borrower in this Agreement are true and correct in 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 material respects as of the such Commitment Amount Increases shall not exceed $600,000,000. The effective date of the Commitment Increase.
(c) If any Loans are outstanding Amount Increase shall be agreed upon by the effective date of any Commitment IncreaseCompany, each Increasing such Additional Lender and the Agent (whose agreement shall not be unreasonably withheld, conditioned or delayed). Upon the effectiveness thereof, each Additional Lender shall provide funds to advance the Administrative Agent relevant Revolving Loans and purchase Participating Interests in the manner described in Section 2.03(d) all then outstanding Letters of Credit in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), sufficient such that after giving effect to such Commitment Increase relevant Revolving Loans and purchases each Lender (including such Additional Lender) shall have outstanding its respective Percentage of the Loan made 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 Commitment Increaseeffectiveness unless the Borrowers pay all amounts due under Section 2.5 hereof, each Loan outstanding hereunder and that the Company shall consist of Loans made ratably by all not have terminated any portion of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable Aggregate Revolving Commitments pursuant to Section 9.07(b3.5(a) in connection with such hereof. The Company agrees to pay any reasonable fees or expenses of the Agent (including reasonable fees and disbursements of counsel) relating to any Commitment Amount Increase.
(d) . Notwithstanding any provision contained anything herein to the contrary, from no Lender shall have any obligation to increase its Aggregate Revolving Commitment and after the date of any no Lender’s Aggregate Revolving Commitment Increase shall be increased without its consent thereto, and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) may at its option, unconditionally and the principal amount outstanding of each Loan made by each such Lender during the relevant period of timewithout cause, decline to increase its Aggregate Revolving Commitment.
Appears in 1 contract
Samples: Credit Agreement (EMCOR Group, Inc.)
Increase in Commitment. (ai) The At any time during the Commitment Increase Period, the Borrower may request that the Administrative Agent increase the Total Commitment Amount by increasing the Maximum Revolving Amount; provided that the aggregate amount of all such increases made pursuant to this Section 2.9(b) shall not exceed Two Hundred Million Dollars ($200,000,000), the Commitments by entire amount of which is available as of the Fifth Amendment Effective Date. Each such request for an increase shall be in an amount not greater than of at least Ten Million Dollars ($50,000,000 10,000,000), and may be made by either (any such increaseA) increasing, a “Commitment Increase”) by designating either for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (B) 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.
(ii) During the Commitment Increase Period, all of the existing Lenders (each of whichagree that the Administrative Agent, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or permit one or more Eligible Assignees reasonably acceptable Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) each Additional Commitment from an Additional Lender, if any, shall be in an amount of at least Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to the 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 prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (D) the Borrower shall execute and deliver to the Administrative Agent that at and the time agree, in Lenders such replacement or additional Revolving Credit Notes as shall be required by the case of any existing Lender to increase its Commitment Administrative Agent (an “Increasing Lender”) and, in and requested by the case of any other Eligible Assignee (an “Additional Lender”Lenders), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 hereby authorize the Administrative Agent, which shall promptly provide a copy Agent to execute each Additional Lender Assumption Agreement on behalf of such notice to the Lenders.
(biii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of On each Additional Lender to become a party to this Agreement and to be bound by all Assumption Effective Date, the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower Lenders shall make adjustments among themselves with respect to the Commitment Increase Loans then outstanding and such opinions amounts of counsel for the Borrower principal, interest, commitment fees and other amounts paid or payable with respect to thereto as shall be necessary, in the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses opinion of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculatedAgent, in each caseorder to reallocate among such Lenders such outstanding amounts, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender based on the date revised Commitment Percentages and to otherwise carry out fully the intent and terms of such Commitment Increase, with such Loan(sthis Section 2.9(b) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent Lenders any amounts that would be payable pursuant to Section 9.07(b) in 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more Eurocurrency Loans). In connection with such Commitment Increase.
(d) Notwithstanding any provision contained herein to therewith, it is understood and agreed that the contrary, from and after the date Maximum Revolving Amount of any Lender will not be increased (or decreased except pursuant to subsection (a) hereof) without the prior written consent of such Lender. The Borrower shall not request any increase in the Total Commitment Increase 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, would exist. At the time of any such increase, at the request of the Administrative Agent, the Credit Parties and the making Lenders shall enter into an amendment to evidence such increase and to address related provisions as deemed necessary or appropriate by the Administrative Agent. Upon each increase of any Loans on such date pursuant to paragraph (c) abovethe Maximum Revolving Amount, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan Total Commitment Amount shall take into account be increased by the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of timesame amount.
Appears in 1 contract
Increase in Commitment. (a) The Borrower may increase the aggregate amount of the Commitments by an amount not greater than $50,000,000 (any such increase, a “Commitment Increase”) by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) Provided no Default or Event of Default has occurred and is 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 desired effective date of such 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) all representations and warranties made by Adjusted EBITDA for the Borrower in this Agreement are true and correct in all material respects as of twelve month period ending immediately prior to the effective date of the Commitment Amount Increase.
(c) If any Loans are outstanding upon the . The effective date of any the Commitment IncreaseAmount Increase shall be agreed upon by the Company, each Increasing such Additional Lender and the Agent (whose agreement shall not be unreasonably withheld, conditioned or delayed). Upon the effectiveness thereof, each Additional Lender shall provide funds to advance the Administrative Agent relevant Revolving Loans and purchase Participating Interests in the manner described in Section 2.03(d) all then outstanding Letters of Credit in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), sufficient such that after giving effect to such Commitment Increase relevant Revolving Loans and purchases each Lender (including such Additional Lender) shall have outstanding its respective Percentage of the Loan made 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 Commitment Increaseeffectiveness unless the Borrowers pay all amounts due under Section 2.5 hereof, each Loan outstanding hereunder and that the Company shall consist of Loans made ratably by all not have terminated any portion of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable Aggregate Revolving Commitments pursuant to Section 9.07(b3.5(a) in connection with such hereof. The Company agrees to pay any reasonable fees or expenses of the Agent (including reasonable fees and disbursements of counsel) relating to any Commitment Amount Increase.
(d) . Notwithstanding any provision contained anything herein to the contrary, from no Lender shall have any obligation to increase its Aggregate Revolving Commitment and after the date of any no Lender’s Aggregate Revolving Commitment Increase shall be increased without its consent thereto, and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) may at its option, unconditionally and the principal amount outstanding of each Loan made by each such Lender during the relevant period of timewithout cause, decline to increase its Aggregate Revolving Commitment.
Appears in 1 contract
Samples: Credit Agreement (EMCOR Group, Inc.)
Increase in Commitment. (ai) The Borrower At any time during the Commitment Increase Period, the Borrowers may request that the Administrative Agent increase the Maximum Revolving Amount; provided that the aggregate amount of the Commitments by all increases made pursuant to this subsection (b) shall not exceed Two Hundred Million Dollars ($200,000,000). Each such request for an increase shall be in an amount not greater than of at least Ten Million Dollars ($50,000,000 10,000,000), increased by increments of One Million Dollars (any such increase$1,000,000), a “Commitment Increase”and may be made by either (A) by designating either increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (B) 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”).
(ii) During the Commitment Increase Period, all of the existing Lenders (each of whichagree that the Administrative Agent, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or permit one or more Eligible Assignees reasonably acceptable Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) each Additional Commitment from an Additional Lender, if any, shall be in an amount of Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to the Borrowers 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 prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (D) the Borrowers shall execute and deliver to the Administrative Agent that at and the time agree, in Lenders such replacement or additional Notes as shall be required by the case of any existing Administrative Agent (if Notes have been requested by such Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”or Lenders), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 hereby authorize the Administrative Agent, which shall promptly provide a copy Agent to execute each Additional Lender Assumption Agreement on behalf of such notice to the Lenders.
(biii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of On each Additional Lender to become a party to this Agreement and to be bound by all Assumption Effective Date, the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower Lenders shall make adjustments among themselves with respect to the Commitment Increase Loans then outstanding and such opinions amounts of counsel for the Borrower principal, interest, commitment fees and other amounts paid or payable with respect to thereto as shall be necessary, in the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses opinion of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculatedAgent, in each caseorder to reallocate among such Lenders such outstanding amounts, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender based on the date revised Commitment Percentages and to otherwise carry out fully the intent and terms of such Commitment Increase, with such Loan(sthis Section 2.10(b) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower Borrowers shall pay to the Administrative Agent Lenders any amounts that would be payable pursuant to Section 9.07(b3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more SOFR Loans). The Borrowers shall not request any increase in the Maximum Revolving Amount pursuant to this subsection (b) in connection with if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such Commitment Increase.
(d) Notwithstanding any provision contained herein to increase, would exist. At the contrary, from and after the date time of any Commitment Increase such increase, at the request of the Administrative Agent, the Credit Parties and the making of any Loans on Lenders shall enter into an amendment to evidence such date pursuant increase and to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on address related provisions as deemed necessary or appropriate by the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of timeAdministrative Agent.
Appears in 1 contract
Samples: Credit and Security Agreement (Universal Logistics Holdings, Inc.)
Increase in Commitment. (a) The Borrower may increase the aggregate amount of the Commitments by an amount not greater than $50,000,000 (any such increase, a “Commitment Increase”) by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) Provided no Default or Event of Default has occurred and is 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 desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender acceptable to the Agent and (ii) all representations and warranties 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 Borrower in this Agreement are true and correct in all material respects as amount of the its Commitment (or additional amount of its Commitment). The effective date of the Commitment Increase.
(c) If any Loans are outstanding Amount Increase shall be agreed upon by the effective date of any Commitment IncreaseCompany, each Increasing such Additional Lender and the Agent (whose agreement shall not be unreasonably withheld, conditioned or delayed). Upon the effectiveness thereof, each Additional Lender shall provide funds to the Administrative Agent advance Revolving Loans and purchase Participating Interests in the manner described in Section 2.03(d) all then outstanding Letters of Credit in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), sufficient such that after giving effect to such Commitment Increase Revolving Loans and purchases each Lender (including such Additional Lender) shall have outstanding its respective Percentage of the Loan made 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 Commitment Increase, each Loan outstanding hereunder effectiveness and that the Company shall consist of Loans made ratably by all not have terminated any portion of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable Commitments pursuant to Section 9.07(b3.5(a) in connection with such hereof. The Company agrees to pay any reasonable fees or expenses of the Agent (including reasonable fees and disbursements of counsel) relating to any Commitment Amount Increase.
(d) . Notwithstanding any provision contained anything herein to the contrary, from no Lender shall have any obligation to increase its Commitment and after the date of any no Lender’s Commitment Increase shall be increased without its consent thereto, and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) may at its option, unconditionally and the principal amount outstanding of each Loan made by each such Lender during the relevant period of timewithout cause, decline to increase its Commitment.
Appears in 1 contract
Samples: Credit Agreement (Emcor Group Inc)
Increase in Commitment. (a) The At any time during the Commitment Increase Period, US Borrower may increase the aggregate amount of Total Commitment Amount from the Commitments by an amount not greater than $50,000,000 Closing Commitment Amount up to the Maximum Commitment Amount (any such increase, with a “Commitment Increase”corresponding increase in the Maximum US Revolving Amount) by designating either (i) increasing, for one or more US Lenders, with their prior written consent (and with the prior written consent of Agent), their respective US Revolving Credit Commitments, or (ii) including one or more Additional Lenders, with the existing 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 (each of whichagree that Agent, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or permit one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum Commitments upon satisfaction of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon following requirements: (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each if any, shall execute an Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably requestAssumption Agreement, (B) Agent shall provide to each Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Percentages for each of the funding by Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each Increasing Lender and an "Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) belowAssumption Effective Date"), (C) receipt by the Administrative Agent each Additional Lender's US Revolving Credit Commitment shall be for an amount of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increaseno less than Ten Million Dollars ($10,000,000), and (D) receipt US Borrower shall execute and deliver to Agent and the US Lenders such replacement or additional US Revolving Credit Notes as shall be required by Agent (to the extent Notes have been requested by the Administrative affected Lenders). The Lenders hereby authorize Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the US Lenders shall provide funds make adjustments among themselves with respect to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product US Revolving Loans then outstanding and amounts of (x) the aggregate outstanding principal amount of such Loans (principal, interest and facility fees and other than Competitive Bid Loans and Swingline Loans), expressed amounts paid or payable with respect thereto as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase andshall be necessary, in the case opinion of an Additional LenderAgent, in order to reallocate among such Additional Lender’s Commitment. The funds so provided by any US Lenders such Lender shall be deemed to be a Loan or Loans made by such Lender outstanding amounts, based on the date revised Applicable Commitment Percentages and to otherwise carry out fully the intent and terms of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increasethis Section 2.10(b). The Borrower shall pay to In connection therewith, it is understood and agreed that the Administrative Agent Maximum Amount of any amounts payable Lender will not be increased (or decreased except pursuant to Section 9.07(b2.10(a) in connection with hereof) without the prior written consent of such Lender. US Borrower shall not increase the Total Commitment Increase.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date Amount pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.this Section
Appears in 1 contract
Samples: Credit Agreement (Applied Industrial Technologies Inc)
Increase in Commitment. (a) The Borrower may increase the aggregate amount of the Commitments by an amount not greater than $50,000,000 (any such increase, a “Commitment Increase”) by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) Provided no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as Parent may, on any Business Day prior to the Termination Date increase the aggregate amount of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds Commitments by delivering to the Administrative Agent a Commitment Amount Increase Request in the manner described form of Exhibit E hereto at least five (5) Business Days prior to the desired effective date of such increase (the "Commitment Amount Increase") identifying an additional Bank (or additional Commitment agreed to be made by any existing Bank) and the amount of its Commitment (or additional amount of its Commitment); PROVIDED, HOWEVER, that the Parent and Borrower may only request an increase in Section 2.03(dthe aggregate amount of the Commitments if immediately after giving effect to such Commitment Amount Increase the aggregate principal amount of the Borrower's obligations owing under the Indenture shall be less than the Euro equivalent of $100,000,000; PROVIDED FURTHER that such new or increased Commitment may not be in excess of the difference, if any, between $100,000,000 MINUS the U.S. Dollar Equivalent of the principal amount of the Borrower's obligations owing under the Indenture. The amount of the permitted increase in Commitments shall be calculated using the U.S. Dollar Equivalent of the principal amount redeemed under the Indenture on the date notice of such redemption is delivered to the holders of the debt outstanding under the Indenture. Upon the effectiveness thereof, each new Bank (or, if applicable, each existing Bank which consented to an increase in its Commitment) shall advance Loans in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), sufficient such that after giving effect to its Loans each Bank shall have outstanding its PRO RATA share of Loans. It shall be a condition to such Commitment Increase and the Loan made effectiveness that no Eurocurrency Loans be outstanding on the date of such Commitment Increase, each Loan outstanding hereunder effectiveness and that the Borrower shall consist of Loans made ratably by all not have terminated any portion of the Lenders (after giving effect Commitments pursuant to such Commitment Increase)Section 1.13 hereof. The Borrower shall agrees to pay to any fees or expenses of the Administrative Agent relating to any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Amount Increase.
(d) . Notwithstanding any provision contained anything herein to the contrary, from no Bank shall have any obligation to increase its Commitment and after the date of any no Bank's Commitment Increase shall be increased without its consent thereto, and the making of any Loans on such date pursuant each Bank may at its option, unconditionally and without cause, decline to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of timeincrease its Commitment.
Appears in 1 contract
Samples: Multicurrency Credit Agreement (Jones Lang Lasalle Inc)
Increase in Commitment. (a) The Borrower may Borrowers may, at any time, but no more than 3 times during the term hereof, deliver a written request to Agent to increase the Commitment. Any such written request shall specify the amount of the increase in the Commitment that Borrowers are requesting, provided, that, (i) in no event shall the aggregate amount of any such increase in the Commitments Commitment cause the Commitment to exceed $125,000,000, (ii) such request shall be for an increase of not less than the lesser of (x) $10,000,000 and (y) the remaining amount which Borrower may request pursuant to this Section 2.2, (iii) any such request shall be irrevocable, and (iv) in no event shall more than one such written request be delivered to Agent in any calendar quarter.
(b) Upon the receipt by Agent of any such written request, Agent shall notify each of the Lenders of such request and each Lender shall have the option (but not the obligation) to increase the amount of its Commitment by an amount not greater than $50,000,000 (any up to its Pro Rata Share of the amount of the increase in the Commitment requested by Borrowers as set forth in the notice from Agent to such Lender. Each Lender shall notify Agent within 15 days after the receipt of such notice from Agent whether it is willing to so increase its Commitment, and if so, the amount of such increase; provided, a “that, (i) the minimum increase in the Commitment Increase”of each such Lender providing the additional Commitment shall equal or exceed $5,000,000, and (ii) by designating either one or more of the existing Lenders (each of which, no Lender shall be obligated to provide such increase in its sole discretion, may determine whether Commitment and to what degree to participate in such Commitment Increase) or one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender determination to increase its the Commitment (an “Increasing of a Lender shall be within the sole and absolute discretion of such Lender”) and, in . If the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum aggregate amount of the increases in the Commitments of received from the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall does not in the aggregate equal or exceed the amount of the Commitment Increase or be less than $10,000,000 increase in the Commitment requested by Borrowers, Agent may seek additional increases from Lenders or Commitments from such Eligible Transferees as it may determine. In the event Lenders (or Lenders and any such Eligible Transferee, as the case may be) have committed in writing to provide increases in their Commitments or new Commitments in an aggregate and integral multiples of $5,000,000 amount in excess thereof. The Borrower of the increase in the Commitment requested by Borrowers or permitted hereunder, Agent shall provide prompt notice of any proposed Commitment Increase pursuant then have the right to this Section 2.08 the Administrative Agentallocate such Commitments, which shall promptly provide a copy of first to Lenders and then to Eligible Transferees, in such notice to the Lendersamounts and manner as Agent may determine.
(bc) Any The Commitment shall be increased by the amount of the increase in Commitments from Lenders or new Commitments from Eligible Transferees, in each case selected in accordance with Section 2.2(b) above, for which Agent has received Assignment and Acceptances on the date requested by Borrowers for the increase or such other date as Agent and Borrowers may agree (but subject to the satisfaction of the conditions set forth below), only if the aggregate amount of the increase in Commitments and new Commitments, as the case may be, are in an amount sufficient to satisfy the amount of the increase in the Commitment requested by Borrowers in accordance with the terms hereof, effective on the date that Agent notifies Administrative Borrower that each of the following conditions have been satisfied (such date being the “Commitment Increase Effective Date”), which notice shall become effective upon (A) be given promptly after the receipt by the Administrative date on which Agent of becomes aware that each such condition has been satisfied:
(i) an agreement in form No Default or Event of Default shall have occurred and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and continuing;
(ii) such evidence of appropriate corporate authorization on the Agent shall have received from each Lender or Eligible Transferee that is providing an additional Commitment as part of the Borrower with respect increase in the Commitment, an Assignment and Acceptance duly executed by such Lender or Eligible Transferee and Borrowers;
(iii) the conditions precedent to the making of Advances set forth in Section 3.2 shall be satisfied as of the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably requestEffective Date, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such increase;
(iv) Agent shall have received an opinion of counsel to Borrowers in form and substance and from counsel reasonably satisfactory to Agent and Lenders addressing such matters as Agent may reasonably request (including an opinion as to no defaults or violations under other material Indebtedness for borrowed money);
(v) such increase in the Commitment on the Commitment Increase (i) no Default Effective Date shall not violate any term or Event provisions of Default has occurred any applicable law, regulation or order or decree of any court or other Governmental Authority and is continuingshall not be enjoined, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.temporarily, preliminarily or permanently;
(cvi) If any Loans are outstanding upon the effective date of any Commitment Increase, there shall have been paid to each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculatedEligible Transferee, in each case, immediately after such providing an additional Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such increase in the Commitment Increaseall fees set forth in the Fee Letter and all expenses due and payable to such Person on or before the Commitment Increase Effective Date; and
(vii) there shall have been paid to Agent, for the account of Agent and Lenders (in accordance with any agreement among them) all fees and expenses (including reasonable fees and expenses of counsel) due and payable pursuant to any of the Loan Documents on or before the Commitment Increase Effective Date to the extent relating to such increase.
(d) Notwithstanding any provision contained herein As of each Commitment Increase Effective Date, each reference to the contraryterm Commitment herein, and in any of the other Loan Documents shall be deemed amended to mean the amount of the Commitment specified in the most recent written notice from and after Agent to Borrowers of the date of any increase in the Commitment, which written notice shall be provided by Agent to Administrative Borrower on the applicable Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of timeEffective Date.
Appears in 1 contract
Increase in Commitment. Provided there exists no Default, the Borrower on behalf of the Borrower and Guarantors may, on any Business Day after the date hereof, without the consent of any Bank but with the written consent of the Administrative Agent, each Letter of Credit Issuer and the Swing Lender (a) The Borrower may which consents shall not be unreasonably withheld or delayed), increase the aggregate amount of the Revolving Credit Commitments and/or outstanding Term Loans by an amount not greater than $50,000,000 (any such increase, delivering a “Commitment Increase”) by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more Eligible Assignees reasonably acceptable Amount Increase Request to the Administrative Agent and Co-Administrative Agents at least five (5) Business Days (or such shorter period of time agreed by the Administrative Agent) prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Bank(s) (or additional Revolving Credit Commitments and/or Term Loans for existing Bank(s)) and the amount of its Revolving Credit Commitment and/or Term Loans (or additional amount of its Revolving Credit Commitment(s) and/or Term Loans); provided, however, that (i) any Commitment Amount Increase that results in the sum of the aggregate Revolving Credit Commitments plus the aggregate original principal amount of the Term Loans to be in excess of $2,000,000,000 will require the approval of the Required Banks, (ii) any Commitment Amount Increase for the first sixty (60) days after the Effective Date shall be in such minimum amount as the Borrower and Administrative Agent shall agree and thereafter in an amount not less than $50,000,000, (iii) no Default shall have occurred and be continuing at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in request or the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount effective date of the Commitment Amount Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably requestwill result therefrom, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (iiiv) all representations and warranties made by contained in Article 4 hereof shall be true and correct in all material respects at the Borrower in this Agreement are time of such request and on the effective date of such Commitment Amount Increase (other than representations and warranties that relate to a specific date, which shall be true and correct in all material respects as of such date), and (v) prior to approaching an additional Bank, the date of Borrower shall have offered to the Commitment Increase.
(c) If any Loans are existing Banks the opportunity to increase their respective Revolving Credit Commitments and/or outstanding upon the Term Loans, as applicable. The effective date of any Commitment IncreaseAmount Increase shall be agreed upon by the Borrower and the Administrative Agent. The Borrower, each Increasing Lender Administrative Agent, and each Additional Lender Bank and/or new Bank advancing an additional Term Loan shall provide funds agree in the relevant Commitment Amount Increase Request as to the Administrative Agent in amortization schedule of such additional Term Loan; provided that such additional Term Loans shall have a weighted average life to maturity no lower than the manner described in Section 2.03(dremaining weighted average life to maturity of the outstanding Term Loans; provided further that no such schedule shall have the effect of reducing the amortization payments scheduled to be made to the Banks that are not increasing their Term Loans. Upon the effectiveness thereof, the new Bank(s) (or, if applicable, existing Bank(s)) (i) shall advance Loans in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), sufficient such that after giving effect to its Loans each Bank shall have outstanding its respective Percentage of all Loans of the relevant Credit and (ii) in the case of the Revolving Credit, shall acquire its Revolver Percentage of all participations in Letter of Credit Outstandings and Swing Loans. It shall be a condition to such Commitment Increase and the Loan made effectiveness that (i) no Euro-Dollar Loans or Euro-Canadian Dollar Loans be outstanding on the date of such effectiveness and (ii) if such Commitment IncreaseAmount Increase is to the Revolving Credit Commitments, each Loan outstanding hereunder the Borrower shall consist of Loans made ratably by all not have terminated any portion of the Lenders (after giving effect Revolving Credit Commitments pursuant to such Commitment Increase)Section 2.8 hereof. The Borrower shall agrees to pay to any reasonable out-of-pocket expenses of the Administrative Agent relating to any amounts payable pursuant Commitment Amount Increase. Promptly upon the effectiveness of any Commitment Amount Increase, the Borrower, if requested by any new Bank, shall execute and deliver new Notes to Section 9.07(b) in connection with such Commitment Increase.
(d) each requesting Bank. Notwithstanding any provision contained anything herein to the contrary, from no Bank shall have any obligation to increase its Revolving Credit Commitment or advance additional Term Loans and after the date of any no Bank’s Revolving Credit Commitment Increase shall be increased without its consent thereto, and the making of any Loans on such date pursuant each Bank may at its option, unconditionally and without cause, decline to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual increase its Revolving Credit Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of timeor advance additional Term Loans.
Appears in 1 contract
Increase in Commitment. (a) The At any time during the Commitment Increase Period, Administrative Borrower may request that Agent and the Lenders (i) increase the aggregate amount of the Commitments by an amount not greater than $50,000,000 Revolving Credit Commitment (any such increase, a an “Commitment Incremental Revolving Credit Increase”) by designating either and/or (ii) provide one or more of the existing Lenders incremental term loan commitments (each of whichany such incremental term loan commitment, in its sole discretion, may determine whether and an “Incremental Term Loan Commitment”) to what degree to participate in such Commitment Increase) or make one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agreeterm loan (any such term loan, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional LenderIncremental Term Loan”), in an aggregate principal amount for all such Incremental Revolving Credit Increases and Incremental Term Loans incurred during the term of this Agreement not to become a party to this Agreementexceed Three Hundred Million Dollars ($300,000,000). The sum of the increases Each such request for an Incremental Revolving Credit Increase and/or Incremental Term Loan, as applicable, shall be in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (x) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments and/or the Commitment Increase addition of an Incremental Term Loan Commitment, and/or (y) including one or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the more Additional Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lenderwith a new commitment under the Revolving Credit Commitment or with an Incremental Term Loan Commitment, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become as applicable, as a party to this Agreement and (each an “Additional Commitment” and, collectively, the “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 be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase made as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) a term loan “A” to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and one or more Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of or Additional Lenders and/or a certificate (the statements contained in which shall term loan “B” to be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the one or more “institutional” lenders on customary terms determined by Agent, US Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan Lenders, Lenders or Loans made by such Lender on the date of such Commitment Increaselenders, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increaseapplicable.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 1 contract
Increase in Commitment. (a) The At any time during the Commitment Increase Period, Administrative Borrower may request that Agent and the Lenders (i) increase the aggregate amount of the Commitments by an amount not greater than $50,000,000 Revolving Credit Commitment (any such increase, a an “Commitment Incremental Revolving Credit Increase”) by designating either and/or (ii) provide one or more of the existing Lenders incremental term loan commitments (each of whichany such incremental term loan commitment, in its sole discretion, may determine whether and an “Incremental Term Loan Commitment”) to what degree to participate in such Commitment Increase) or make one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agreeterm loans (any such term loan, in the case of any existing Lender to increase its Commitment (an “Increasing LenderIncremental Term Loan”) and, in the case of any other Eligible Assignee (; each Incremental Term Loan and each Incremental Revolving Credit Increase are collectively referred to herein as an “Additional LenderIncremental Increase”), in an aggregate principal amount for all such Incremental Revolving Credit Increases and Incremental Term Loans incurred after the FourthSixth Amendment Effective Date not to become a party to this Agreementexceed Three Hundred Million Dollars ($300,000,000). The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Each such request for an Incremental Increase shall not be in the aggregate exceed the an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (x) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments and/or the Commitment Increase addition of an Incremental Term Loan Commitment, and/or (y) including one or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the more Additional Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lenderwith a new commitment under the Revolving Credit Commitment or with an Incremental Term Loan Commitment, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become as applicable, as a party to this Agreement and (each an “Additional Commitment” and, collectively, the “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 be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase made as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) a term loan “A” to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and one or more Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of or Additional Lenders and/or a certificate (the statements contained in which shall term loan “B” to be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the one or more “institutional” lenders on customary terms determined by Agent, US Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan Lenders, Lenders or Loans made by such Lender on the date of such Commitment Increaselenders, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increaseapplicable.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 1 contract
Increase in Commitment. (a) The At any time during the Commitment Increase Period, Administrative Borrower may request that Agent and the Lenders (i) increase the aggregate amount of the Commitments by an amount not greater than $50,000,000 Revolving Credit Commitment (any such increase, a an “Commitment Incremental Revolving Credit Increase”) by designating either and/or (ii) provide one or more of the existing Lenders incremental term loan commitments (each of whichany such incremental term loan commitment, in its sole discretion, may determine whether and an “Incremental Term Loan Commitment”) to what degree to participate in such Commitment Increase) or make one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agreeterm loan (any such term loan, in the case of any existing Lender to increase its Commitment (an “Increasing LenderIncremental Term Loan”) and, in the case of any other Eligible Assignee (; each Incremental Term Loan and each Incremental Revolving Credit Increase are collectively referred to herein as an “Additional LenderIncremental Increase”), in an aggregate principal amount for all such Incremental Revolving Credit Increases and Incremental Term Loans incurred during the term of this Agreement not to become a party to this Agreementexceed Three Hundred Million Dollars ($300,000,000). The sum of the increases Each such request for an Incremental Revolving Credit Increase and/or Incremental Term Loan, as applicable, shall be in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (x) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments and/or the Commitment Increase addition of an Incremental Term Loan Commitment, and/or (y) including one or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the more Additional Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lenderwith a new commitment under the Revolving Credit Commitment or with an Incremental Term Loan Commitment, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become as applicable, as a party to this Agreement and (each an “Additional Commitment” and, collectively, the “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 be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase made as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) a term loan “A” to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and one or more Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of or Additional Lenders and/or a certificate (the statements contained in which shall term loan “B” to be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the one or more “institutional” lenders on customary terms determined by Agent, US Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan Lenders, Lenders or Loans made by such Lender on the date of such Commitment Increaselenders, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increaseapplicable.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
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Increase in Commitment. (a) The At any time during the Commitment Increase Period, Borrower may request that Agent increase the aggregate Total Commitment Amount from the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an amount of the Commitments at least Ten Million Dollars ($10,000,000), increased by an amount not greater than increments of One Million Dollar ($50,000,000 1,000,000), and may be made by either (any such increasei) proportionally increasing, a “Commitment Increase”) by designating either for one or more of 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 (each of whichshall 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 determine whether and to what degree to participate in such Commitment Increase) or permit one or more Eligible Assignees reasonably acceptable 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 Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the Administrative effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent that at and the time agreeLenders such 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 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 case opinion of any existing Lender to increase its Commitment (an “Increasing Lender”) andAgent, in order to reallocate among such Lenders such outstanding amounts, based on the case revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower shall not request any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases increase in the Commitments of the Increasing Lenders Commitment pursuant to this Section 2.08 plus the Commitments 2.9(b) if a Default or an Event of the Additional Lenders upon giving effect to the Commitment Increase Default shall not in the aggregate exceed the amount of the Commitment Increase then exist, or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and immediately after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increaseincrease would exist.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 1 contract
Increase in Commitment. (a) The Borrower may increase the aggregate amount Unless a Potential Event of the Commitments by an amount not greater than $50,000,000 (any such increase, a “Commitment Increase”) by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Default or an Event of Default has occurred and is continuing, and (ii) all representations and warranties made the Borrower, by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds written notice to the Administrative Agent (which shall promptly notify each of the Lenders), may request on up to five (5) occasions during the term of this Agreement that the Revolving Credit Commitment be increased by an amount not less than $25,000,000 per request and not more than $250,000,000 in the manner described in Section 2.03(daggregate (such that the Revolving Credit Commitment after such increase(s) shall never exceed $750,000,000); PROVIDED that for any such request (i) the Borrower shall not have requested the one-year extension of the Revolving Credit Termination Date pursuant to the definition thereof, (ii) any Lender that is a party to this Agreement prior to such request for an increase, at its sole discretion, may elect to increase its Revolving Credit Commitment but shall not have any obligation to so increase its Revolving Credit Commitment, and (iii) in an amount equal the event that each Lender does not elect to increase its Revolving Credit Commitment, the Arrangers shall use commercially reasonable efforts to locate additional lenders willing to hold commitments for the requested increase, subject to the product approval of (x) any such proposed lender by the Borrower, and the Borrower may also identify additional lenders willing to hold commitments for the requested increase, PROVIDED that the Administrative Agent shall have the right to approve any such additional lender, which approval will not be unreasonably withheld or delayed. In the event that lenders commit to any such increase, the Revolving Credit Commitments of the committed Lenders shall be increased, the Pro Rata Shares of the Lenders shall be adjusted, new Notes shall be issued, the Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Revolving Credit Loans, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loansamount, if any, by which Lenders have agreed to increase their respective Revolving Credit Commitments or make new Revolving Credit Commitments pursuant to this Section 2.1(b), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after case without requiring the consent of the Lenders other than those Lenders increasing their Revolving Credit Commitments. The fees payable by the Borrower upon any such Commitment Increase) and (y) increase in the case Revolving Credit Commitments shall be agreed upon by the Arrangers and the Borrower at the time of an Increasing Lendersuch increase. Notwithstanding the foregoing, such Increasing Lender’s Commitment Increase and, nothing in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender this Section 2.1(b) shall constitute or be deemed to be a Loan constitute an agreement or Loans made commitment by such any Lender on the date of such to increase its Revolving Credit Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increasehereunder.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 1 contract
Samples: Credit Agreement (Reckson Operating Partnership Lp)
Increase in Commitment. (a) The At any time during the Commitment Increase Period, Borrower may request that Agent increase the aggregate amount of Total Commitment Amount from the Commitments by Closing Commitment Amount up to an amount that shall not greater than exceed the Maximum Commitment Amount. Each such increase shall be in increments of at least Five Million Dollars ($50,000,000 5,000,000), and may be made by either (any such increasei) increasing, a “Commitment Increase”) by designating either 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, all of the existing Lenders (each of whichagree that Agent, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or permit one or more Eligible Assignees reasonably acceptable 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 Administrative date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent that at and the time agreeLenders 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 case 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). In connection therewith, it is understood and agreed that the Maximum Amount of any existing 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 its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders Commitment pursuant to this Section 2.08 plus the Commitments 2.9(b) if a Default or an Event of the Additional Lenders upon giving effect to the Commitment Increase Default shall not in the aggregate exceed the amount of the Commitment Increase then exist, or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and immediately after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increaseincrease would exist.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 1 contract
Increase in Commitment. At any time prior to the Maturity Date, Borrower may, at its option and subject to the conditions set forth below in this §2.8, from time to time request that Agent increase the aggregate Commitments by (i) admitting additional Lenders hereunder (each a "Subsequent Lender") and/or (ii) increasing the Commitment of any Lender (each an "Increasing Lender") subject to the following conditions:
(a) The each Subsequent Lender shall meet the conditions for an Eligible Assignee and be subject to the approval of Agent, LC Issuer and Swing Line Lender;
(b) if requested by the applicable Lender, Borrower may increase executes new Revolving Notes payable to the aggregate amount order of each Subsequent Lender, or a new or replacement Revolving Note payable to the order of each Increasing Lender;
(c) each Subsequent Lender executes and delivers to Agent a signature page to this Agreement evidencing its agreement to be bound as a Lender hereunder and each Increasing Lender executes and delivers to Agent an acknowledgement of its increased Commitment;
(d) Borrower and Agent shall have executed new Security Documents and/or modifications of the Commitments by an amount not greater than $50,000,000 (any such increase, a “Commitment Increase”) by designating either one or more of Security Documents and other Loan Documents to reflect the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments and Borrower shall have paid to Agent any and all documentary stamp tax, non-recurring intangible tax or other taxes imposed in connection with the recording of such modifications of the Increasing Lenders pursuant Security Documents or increase in the Commitment amount and Agent shall be provided with evidence satisfactory to this Section 2.08 plus the Commitments it that all Liens in favor of the Additional Lenders upon Agent are and remain first priority Liens;
(e) after giving effect to the Commitment Increase shall not admission of any Subsequent Lender or the increase in the aggregate Commitment of any Increasing Lender, the sum of all Commitments does not exceed $200,000,000;
(f) each increase in the total Commitments shall be approved by the Agent and shall be in the amount of the Commitment Increase or be less than at least $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.10,000,000;
(bg) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by of Borrower and Guarantors in the Borrower in this Agreement are Loan Documents shall be true and correct in all material respects as of the effective date of the increase in the total Commitment Increase.(or if such representations and warranties by their terms relate solely to an earlier date, then as of such earlier date);
(ch) If no Default or Event of Default exists or would result therefrom;
(i) no Lender, including, but not limited to Regions, shall be an Increasing Lender without the written consent of such Lender, and shall be subject to the approval of Agent, LC Issuer and Swing Line Lender;
(j) Borrower shall have delivered to Agent a Compliance Certificate setting forth in reasonable detail computations evidencing compliance, on a proforma basis giving effect to the Commitment increase, with the covenants contained in §9; and
(k) Borrower shall have executed such other modifications and documents and made such other deliveries as Agent may reasonably require to evidence and effectuate such new or increased Commitments and shall pay or reimburse Agent and Agent's Special Counsel for all reasonable fees (including any Loans are outstanding upon fees specified in the effective date Agreement Regarding Fees), expenses and costs in connection with the foregoing and Borrower shall also pay such Loan fees and placement fees, if any, as may be agreed for such increase in the Commitments. After adding the Commitment of any Commitment Increase, each Increasing Lender or Subsequent Lender, Agent shall promptly provide each Lender and Borrower with a new Schedule 1.1 to this Agreement (and each Additional Lender acknowledges that its Commitment Percentage under Schedule 1.1 and allocated portion of the Outstanding Revolving Loans will change in accordance with its pro rata share of the increased Commitments.) Unless and until the total Commitments have been increased in accordance with this §2.8, Borrower shall provide funds to not be permitted any disbursement beyond the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, effect immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increaseproposed increase.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 1 contract
Samples: Revolving Credit Agreement (CorEnergy Infrastructure Trust, Inc.)
Increase in Commitment. (a) The At any time during the Commitment Increase Period, Administrative Borrower may request that Agent increase the aggregate amount of Total Commitment Amount to the Commitments Maximum Commitment Amount by an amount not greater than $50,000,000 either (any such increasei) increasing, a “Commitment Increase”) by designating either 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 existing Lenders (each of which“Additional Commitment”). During the Commitment Increase Period, the Banks agree that Agent, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or permit one or more Eligible Assignees reasonably acceptable 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 Administrative Agent that at the time agree, in the case effectiveness of any existing Lender to increase its Commitment such Additional Commitments (an “Increasing Lender”) and, in the case of any other Eligible Assignee (each an “Additional LenderBank Assumption Effective Date”), and (C) Borrowers shall execute and deliver to become a party to this AgreementAgent and the Banks such replacement or additional Revolving Credit Notes as shall be required by Agent. The sum Banks hereby authorize Agent to execute each Additional Bank Assumption Agreement on behalf of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereofBanks. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and On each Additional LenderBank Assumption Effective Date, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower Banks shall make adjustments among themselves with respect to the Commitment Increase Revolving Loans then outstanding and such opinions amounts of counsel for the Borrower 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 Banks such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the 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 Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender satisfaction of the Loan(s) to be made by Agent compliance with each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and following: (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (ix) no Default or Event of Default has occurred and is continuingshall then exist, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, or immediately after giving effect to any such Commitment Increase) increase would exist, and (y) MTCT shall have completed a secondary stock offering raising a minimum of $50,000,000 in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitmentadditional equity. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower Borrowers shall pay to the Administrative any attorneys’ fees or other expenses of Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increase.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date documentation of any Commitment Increase such increase, as well as such other fees as may be agreed upon between Borrowers and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of timeAgent.
Appears in 1 contract
Increase in Commitment. (a) The At any time during the Commitment Increase Period, Borrower may request that Agent increase the aggregate amount of Revolving Amount from the Commitments Closing Revolving Amount up to the Maximum Revolving Amount by an amount not greater than $50,000,000 either (any such increasei) proportionally increasing, a “Commitment Increase”) by designating either for one or more Revolving Lenders, with their prior written consent, their respective Applicable Commitment Percentage of the existing Lenders Revolving Credit Commitment, or (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increaseii) or including one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lenderwith a new commitment under the Revolving Credit Commitment, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become as a party to this Agreement and to be bound by all (collectively, the terms and provisions hereof binding “Additional Commitment”). 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 (ii) such evidence of appropriate corporate authorization on the part each Revolving Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Percentages for each of the Borrower Revolving Lenders with respect to the Revolving Credit Commitment Increase and such opinions of counsel (revised so that each Revolving Lender will have a new Applicable Commitment Percentage for the Borrower with respect Revolving Credit Commitment), at least three Business Days prior to the Commitment Increase as date of the Administrative Agent may reasonably request, effectiveness of such Additional Commitments (B) the funding by each Increasing Lender and an “Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) belowAssumption Effective Date”), (C) receipt by the Administrative Agent of the reasonable fees Borrower shall execute and expenses of the Administrative deliver to Agent and the Revolving Lenders associated with such Commitment Increasereplacement or additional Revolving Credit Notes as shall be required by Agent, and (D) receipt by Borrower shall, on the Administrative Agent 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 statements contained in which 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 truenecessary, in the opinion of Agent, 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 any increase in the Total Commitment Amount (or the Revolving Amount) pursuant to this subsection (b) if a duly authorized officer Default or an Event of the Borrower stating that both before and Default shall then exist, or immediately after giving effect to any such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by increase would exist. Upon the Borrower in this Agreement are true and correct in all material respects as increase of the date of Revolving Amount, the Total Commitment Increase.
(c) If any Loans are outstanding upon Amount shall be proportionally increased from the effective date of any Closing Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds Amount to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Maximum Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment IncreaseAmount.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
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Increase in Commitment. (a) The Borrower may increase the aggregate amount of the Commitments by an amount not greater than $50,000,000 100,000,000 (any such increase, a “Commitment Increase”) by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more Eligible Assignees assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (Ai) the receipt by the Administrative Agent of (iA) an agreement in form and substance reasonably satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (iiB) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (Bii) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (Ciii) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (Div) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (iX) no Default or Event of Default has occurred and is continuing, and (iiY) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (xi) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (yii) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (xI) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (yII) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan Loans made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b2.12(e) in connection with such Commitment Increase.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 1 contract
Samples: Revolving Credit Agreement (South Jersey Industries Inc)
Increase in Commitment. Provided there exists no Default, the Borrower on behalf of the Borrower and Guarantors may, on any Business Day after the date hereof, without the consent of any Bank but with the written consent of the Administrative Agent (a) The Borrower may which consent shall not be unreasonably withheld or delayed), increase the aggregate amount of the Commitments by an amount not greater than $50,000,000 delivering a Commitment Amount Increase Request at least five (any such increase, a “Commitment Increase”5) by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more Eligible Assignees reasonably acceptable Business Days prior to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy desired effective date of such notice to increase (the Lenders.
"Commitment Amount Increase") identifying an additional Bank (b) Any or additional Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) agreed to be made by each such Lender described any existing Bank) and the amount of its Commitment (or additional amount of its Commitment); provided, however, that any increase in paragraph (c) below, (C) receipt by the Administrative Agent aggregate amount of the reasonable fees Commitments when added to the "Commitments" under the Related Credit Agreement and expenses the Canadian Credit Agreement to an amount in excess of $450,000,000 will require the approval of the Administrative Agent and Lenders associated with such Commitment IncreaseRequired Banks; provided further that prior to approaching an additional Bank, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect shall have offered to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of existing Banks the opportunity to increase their respective Commitments. The effective date of the Commitment Increase.
(c) If any Loans are outstanding Amount Increase shall be agreed upon by the effective date of any Commitment IncreaseBorrower and the Administrative Agent. Upon the effectiveness thereof, each Increasing Lender and new Bank (or, if applicable, each Additional Lender existing Bank which consented to an increase in its Commitment) shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) advance Loans in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), sufficient such that after giving effect to its Loan each Bank shall have outstanding its pro rata share of Loans. It shall be a condition to such Commitment Increase and the Loan made effectiveness that no Euro-Dollar Loans be outstanding on the date of such Commitment Increase, each Loan outstanding hereunder effectiveness and that the Borrower shall consist of Loans made ratably by all not have terminated any portion of the Lenders (after giving effect Commitment pursuant to such Commitment Increase)Section 2.8 hereof. The Borrower shall agrees to pay to any out-of-pocket expenses of the Administrative Agent relating to any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Amount Increase.
(d) . Notwithstanding any provision contained anything herein to the contrary, from no Bank shall have any obligation to increase its Commitment and after the date of any no Bank's Commitment Increase shall be increased without its consent thereto, and the making of any Loans on such date pursuant each Bank may at its option, unconditionally and without cause, decline to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.increase its Commitment. ARTICLE 3
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Increase in Commitment. (a) The At any time during the Commitment Increase Period, Borrower may request that Agent increase the aggregate amount of Revolving Amount from the Commitments Closing Revolving Amount up to the Maximum Revolving Amount by an amount not greater than $50,000,000 either (any such increasei) proportionally increasing, a “Commitment Increase”) by designating either for one or more Revolving Lenders, with their prior written consent, their respective Applicable Commitment Percentage of the existing Lenders Revolving Credit Commitment, or (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increaseii) or including one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lenderwith a new commitment under the Revolving Credit Commitment, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become as a party to this Agreement and (collectively, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to be bound by all provide Additional Commitments. During the terms and provisions hereof binding 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 (ii) such evidence of appropriate corporate authorization on the part each Revolving Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Percentages for each of the Borrower Revolving Lenders with respect to the Revolving Credit Commitment Increase and such opinions of counsel (revised so that each Revolving Lender will have a new Applicable Commitment Percentage for the Borrower with respect Revolving Credit Commitment), at least three Business Days prior to the Commitment Increase as date of the Administrative Agent may reasonably request, effectiveness of such Additional Commitments (B) the funding by each Increasing Lender and an “Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) belowAssumption Effective Date”), (C) receipt by the Administrative Agent of the reasonable fees Borrower shall execute and expenses of the Administrative deliver to Agent and the Revolving Lenders associated with such Commitment Increasereplacement or additional Revolving Credit Notes as shall be required by Agent, and (D) receipt by Borrower shall, on the Administrative Agent 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 statements contained in which 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 truenecessary, in the opinion of Agent, 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 any increase in the Revolving Amount (or the Total Commitment Amount) pursuant to this subsection (b) if a duly authorized officer Default or an Event of the Borrower stating that both before and Default shall then exist, or immediately after giving effect to any such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as increase would exist. Upon each increase of the date of Revolving Amount, the Total Commitment Increase.
(c) If any Loans are outstanding upon Amount shall be proportionally increased from the effective date of any Closing Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds Amount up to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Maximum Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment IncreaseAmount.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 1 contract
Increase in Commitment. (a) The Borrower may increase the aggregate amount Unless a Potential Event of the Commitments by an amount not greater than $50,000,000 (any such increase, a “Commitment Increase”) by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Default or an Event of Default has occurred and is continuing, and (ii) all representations and warranties made the Borrower, by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds written notice to the Administrative Agent (which shall promptly notify each of the Lenders), may request on up to five (5) occasions during the term of this Agreement that the Revolving Credit Commitment be increased by an amount not less than $25,000,000 per request and not more than $280,000,000 in the manner described in Section 2.03(daggregate (such that the Revolving Credit Commitment after such increase(s) shall never exceed $750,000,000); provided that for any such request (i) the Borrower shall not have requested the one-year extension of the Revolving Credit Termination Date pursuant to the definition thereof, (ii) any Lender that is a party to this Agreement prior to such request for an increase, at its sole discretion, may elect to increase its Revolving Credit Commitment but shall not have any obligation to so increase its Revolving Credit Commitment, and (iii) in an amount equal the event that each Lender does not elect to increase its Revolving Credit Commitment, the Arrangers shall use commercially reasonable efforts to locate additional lenders willing to hold commitments for the requested increase, subject to the product approval of (x) any such proposed lender by the Borrower, and the Borrower may also identify additional lenders willing to hold commitments for the requested increase, provided that the Administrative Agent shall have the right to approve any such additional lender, which approval will not be unreasonably withheld or delayed. In the event that lenders commit to any such increase, the Revolving Credit Commitments of the committed Lenders shall be increased, the Pro Rata Shares of the Lenders shall be adjusted, new Notes shall be issued, the Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Revolving Credit Loans, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loansamount, if any, by which Lenders have agreed to increase their respective Revolving Credit Commitments or make new Revolving Credit Commitments pursuant to this Section 2.1(b), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after case without requiring the consent of the Lenders other than those Lenders increasing their Revolving Credit Commitments. The fees payable by the Borrower upon any such Commitment Increase) and (y) increase in the case Revolving Credit Commitments shall be agreed upon by the Arrangers and the Borrower at the time of an Increasing Lendersuch increase. Notwithstanding the foregoing, such Increasing Lender’s Commitment Increase and, nothing in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender this Section 2.1(b) shall constitute or be deemed to be a Loan constitute an agreement or Loans made commitment by such any Lender on the date of such to increase its Revolving Credit Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increasehereunder.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 1 contract
Samples: Revolving Credit Agreement (Reckson Associates Realty Corp)
Increase in Commitment. (a) The At any time during the Commitment Increase Period, Administrative Borrower may request that Agent increase the aggregate amount of Total Commitment Amount from the Commitments by Closing Commitment Amount up to an amount that shall not greater than $50,000,000 exceed the Maximum Commitment Amount by either, at the option of Administrative Borrower, (any such increasei) increasing, a “Commitment Increase”) by designating either 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 (each shall be given the opportunity to provide the Additional Commitments prior to the inclusion of whichany Additional Lenders. During the Commitment Increase Period, all of the Lenders agree that Agent, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or permit one or more Eligible Assignees reasonably acceptable 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 Administrative date of effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) US Borrowers and, as appropriate, each Foreign Borrower shall execute and deliver to Agent that at and the time agreeLenders 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 case 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). In connection therewith, it is understood and agreed that the Maximum Amount of any existing 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 Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders Total Commitment Amount pursuant to this Section 2.08 plus the Commitments 2.9(b) if a Default or an Event of the Additional Lenders upon giving effect to the Commitment Increase Default shall not in the aggregate exceed the amount of the Commitment Increase then exist, or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and immediately after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increaseincrease would exist.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 1 contract
Samples: Credit Agreement (IHS Inc.)
Increase in Commitment. (a) After the Closing Date, the Borrowers shall have the one time right to request that the Administrative Agent obtain additional Commitments (the "ADDITIONAL COMMITMENT") so that the Commitments aggregate an amount equal to Two Hundred Twenty-Five Million Dollars ($225,000,000) (the "INCREASED FACILITY AMOUNT"), which request shall be made by the Company on behalf of the Borrowers giving written notice (the "ADDITIONAL COMMITMENT NOTICE") to the Administrative Agent prior to the date which is 180 days prior to the 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 Borrowers, to arrange a syndicate of Lenders with Commitments (including the initial Commitments), aggregating the Increased Facility Amount on or before the date which is 150 days after the Additional Commitment Notice was received by the Administrative Agent (the "SYNDICATION EXPIRATION DATE"). The Borrower Administrative Agent shall first offer to the existing Lenders the option to participate in the proposed Additional Commitment to the extent of 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 provide its pro-rata share of the proposed Additional Commitment 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 amount 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 existing Lender shall remain a Lender hereunder, subject to the terms and conditions hereof. From and after the Syndication Expiration Date, the Administrative Agent shall have no 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 Lender which is the Administrative Agent shall have the right, at its option, to commit to make the Additional Commitment available to the 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 respective Commitments or make new Commitments in response to the Borrowers' request for an increase in the 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 the Borrowers upon any such increase in the aggregate Commitments shall be agreed upon by the Administrative Agent and the Borrowers at the time of such increase.
(b) Notwithstanding the foregoing, an increase in the aggregate amount of the Commitments by an amount not greater than $50,000,000 (any such increase, a “Commitment Increase”) by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase effective only if (i) no Default or Event of Default has shall have occurred and be continuing on the date of the Additional Commitment Notice and the date such increase is continuing, and to become effective; (ii) all each of the representations and warranties made by each of the Borrower Borrowers in this Agreement are and the other Loan Documents shall be true and correct in all material respects complete on and as of the date of the Additional Commitment Increase.
Notice and the date such increase is to become effective with the same force and effect as if made on and as of such date (cor, if any such representation or warrant is expressly stated to have been made as of a specific date, as of such specific date); (iii) If any Loans are outstanding upon the effective date Administrative Agent shall have received (x) such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the authorization of any Commitment Increase, each Increasing Lender such increase and each Additional Lender shall provide funds (y) a favorable written opinion (addressed to the Administrative Agent and the Lenders) of counsel for the Borrowers substantially in the manner described in Section 2.03(d) in an amount equal to the product form of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans)EXHIBIT E-1, expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase increase; and (iv) the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder Company and its Subsidiaries shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) be in connection compliance with such Commitment IncreaseArticle VI.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 1 contract
Increase in Commitment. (a) The At any time during the Commitment Increase Period, US Borrower may increase the aggregate amount of Total Commitment Amount from the Commitments by an amount not greater than $50,000,000 Closing Commitment Amount up to the Maximum Commitment Amount (any such increase, with a “Commitment Increase”corresponding increase in the Maximum US Revolving Amount) by designating either (i) increasing, for one or more US Lenders, with their prior written consent (and with the prior written consent of Agent), their respective US Revolving Credit Commitments, or (ii) including one or more Additional Lenders, with the existing 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 (each of whichagree that Agent, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or permit one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum Commitments upon satisfaction of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon following requirements: (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each if any, shall execute an Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably requestAssumption Agreement, (B) Agent shall provide to each Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Percentages for each of the funding by Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each Increasing Lender and an “Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) belowAssumption Effective Date”), (C) receipt by the Administrative Agent each Additional Lender’s US Revolving Credit Commitment shall be for an amount of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increaseno less than Ten Million Dollars ($10,000,000), and (D) receipt US Borrower shall execute and deliver to Agent and the US Lenders such replacement or additional US Revolving Credit Notes as shall be required by Agent (to the extent Notes have been requested by the Administrative affected Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of a certificate (the statements contained in which Lenders. On each Additional Lender Assumption Effective Date, the US Lenders shall make adjustments among themselves with respect to 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 truenecessary, in the opinion of Agent, in order to reallocate among such US Lenders such outstanding amounts, based on the revised Applicable Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.10(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. US Borrower shall not increase the Total Commitment Amount pursuant to this Section 2.10(b) if a duly authorized officer Default or an Event of the Borrower stating that both before and Default shall then exist, or immediately after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increaseincrease would exist.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 1 contract
Samples: Credit Agreement (Applied Industrial Technologies Inc)
Increase in Commitment. (a) The At any time during the Commitment Increase Period, Administrative Borrower may request that Agent increase the aggregate amount Total Commitment Amount from the Closing Commitment Amount up to the Maximum Commitment Amount by either, at the option of the Commitments by an amount not greater than $50,000,000 Administrative Borrower, (any such increasei) increasing, a “Commitment Increase”) by designating either for one or more of Lenders, with their prior written consent, their respective Revolving Credit Commitments, 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, however, that existing Lenders (each of whichshall 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 determine whether and to what degree to participate in such Commitment Increase) or permit one or more Eligible Assignees reasonably acceptable 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 Administrative effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) US Borrowers and, as appropriate, each Foreign Borrower shall execute and deliver to Agent that at and the time agreeLenders 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, facility fees and other amounts paid or payable with respect thereto as shall be necessary, in the case opinion of any existing Lender to increase its Commitment (an “Increasing Lender”) andAgent, in order to reallocate among such Lenders such outstanding amounts, based on the case revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrowers shall not request any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases increase in the Commitments of the Increasing Lenders Commitment pursuant to this Section 2.08 plus the Commitments 2.9(b) if a Default or an Event of the Additional Lenders upon giving effect to the Commitment Increase Default shall not in the aggregate exceed the amount of the Commitment Increase then exist, or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and immediately after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increaseincrease would exist.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 1 contract
Samples: Credit Agreement (IHS Inc.)
Increase in Commitment. (a) After the Closing Date, the ---------------------- Borrower shall have the right on up to three (3) occasions to request that the Agent obtain additional Commitments (the "Additional Commitments") so that the Revolving Commitments aggregate an amount equal to One Hundred and Seventy-Five Million Dollars ($175,000,000) and the Commitments aggregate an amount equal to Three Hundred and Twenty-Five Million Dollars ($325,000,000) (the "Increased Facility Amount"), each which request shall be made by the Borrower giving written notice (the "Additional Commitment Notice") to the Agent prior to the date which is one hundred and twenty (120) days after the date of this Agreement setting forth such details with respect thereto as are reasonably requested by the Agent. Upon such request, the Agent shall, at the Borrower's 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 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 proposing additional bank syndicate members. If any existing Lender shall not agree to provide its pro-rata share of the proposed Additional Commitments within 10 days after receipt from the Agent of a request to accept such pro-rata share of the proposed Additional Commitments, prior to 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 amount 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 existing Lender shall remain a Lender hereunder, subject to the terms and conditions hereof. From and after the Syndication Expiration Date, the Agent shall have no 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 Lender which is the Agent shall have the right, at its option, to commit to make the Additional Commitments available to the 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 or make new Revolving Commitments in response to the Borrower's request for an increase in the aggregate 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, in each case without the consent of the Lenders other than those Lenders increasing their Commitments. Increases in the Revolving Commitments shall be allocated two- thirds (2/3) to the Revolving Tranche A Commitments and one-third (1/3) to the Revolving Tranche B -57- Commitments. Any fees payable by the Borrower upon any such increase in the aggregate Commitments shall be agreed upon by the Agent and the Borrower at the time of such increase.
(b) Notwithstanding the foregoing, an increase in the aggregate amount of the Commitments by an amount not greater than $50,000,000 (any such increase, a “Commitment Increase”) by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase effective only if (i) no Default or Event of Default has shall have occurred and be continuing on the date such increase is continuing, and to become effective; (ii) all each of the representations and warranties made by the Borrower in this Agreement are and the other Loan Documents shall be true and correct in all material respects on and as of the date of the Additional Commitment Increase.
Notice and the date such increase is to become effective with the same force and effect as if made on and as of such date (cor, if any such representation or warrant is expressly stated to have been made as of a specific date, as of such specific date); and (iii) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender Agent shall have received such documents and each Additional Lender shall provide funds certificates as the Agent or its counsel may reasonably request relating to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount authorization of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increaseincrease.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 1 contract
Samples: Credit Facilities Agreement (Choice Hotels International Inc /De)
Increase in Commitment. (a) The At any time during the Commitment Increase Period, Borrower may request that Agent increase the aggregate Total Commitment Amount from the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an amount of the Commitments at least Five Million Dollars ($5,000,000), increased by an amount not greater than increments of Five Million Dollars ($50,000,000 5,000,000), and may be made by either (any such increasei) increasing, a “Commitment Increase”) by designating either 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 of the existing Lenders (each of whichagree that Agent, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or permit one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum Commitments upon satisfaction of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon following requirements: (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth 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 new commitments 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 Commitment Percentage of each (C) Borrower shall execute and deliver to Agent and the Lenders such Lender and setting forth the agreement of replacement or additional Revolving Credit Notes as shall be required by Agent. The Lenders hereby authorize Agent to execute each Additional Lender to become a party to this Assumption Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part behalf of the Borrower Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Commitment Increase Revolving Loans then outstanding and such opinions amounts of counsel for the Borrower principal, interest, commitment fees and other amounts paid or payable with respect to the Commitment Increase thereto as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase andnecessary, in the case opinion of an Additional LenderAgent, in order to reallocate among such Additional Lender’s Commitment. The funds so provided by any Lenders such Lender shall be deemed to be a Loan or Loans made by such Lender outstanding amounts, based on the date revised Commitment Percentages and to otherwise carry out fully the intent and terms of such Commitment Increase, with such Loan(sthis Section 2.9(b) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent Lenders any amounts that would be payable pursuant to Section 9.07(b) in 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more LIBOR Fixed Rate Loans). In connection with such Commitment Increase.
(d) Notwithstanding any provision contained herein to therewith, it is understood and agreed that the contrary, from and after the date Maximum Amount of any Commitment Increase and the making of any Loans on such date Lender will not be increased (or decreased except pursuant to paragraph (cSection 2.9(a) above, all calculations and payments hereof) without the prior written consent of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.such
Appears in 1 contract
Increase in Commitment. (ai) The At any time during the Commitment Increase Period, the Administrative Borrower may request that the Administrative Agent (A) increase the Revolving Amount, or (B) add an additional term loan facility to this Agreement (the “Additional Term Loan Facility”) which Additional Term Loan Facility shall be subject to subsection (c) below); provided that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed One Hundred Fifty Million Dollars ($150,000,000) (each such increase in the Commitments by Revolving Amount and/or Additional Term Loan Facility, an “Increase”). Each such request for an Increase shall be in an amount not greater than of at least Five Million Dollars ($50,000,000 5,000,000), increased by increments of One Million Dollars (any such increase$1,000,000), a “Commitment Increase”and may be made by either (1) by designating either increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, (2) adding a new commitment for one or more Lenders, with their prior written consent, with respect to the Additional Term Loan Facility, or (3) including one or more Additional Lenders, each with a new commitment (in a minimum amount of at least Five Million Dollars ($5,000,000)) under the Revolving Credit Commitment or the Additional Term Loan Facility, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”). For clarification purposes, nothing contained in this Section 2.10 shall be construed as a commitment by any Lender to make any Additional Commitment and any such commitment by a Lender shall be at such Xxxxxx’s sole and absolute discretion.
(ii) During the Commitment Increase Period, all of the existing Lenders (each of whichagree that the Administrative Agent, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or permit one or more Eligible Assignees reasonably acceptable Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) the Administrative Agent shall provide to the 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 prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), (C) the Borrowers shall execute and deliver to the Administrative Agent that at and the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing applicable Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase such appropriate replacement or additional Revolving Credit Notes as shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt required by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed if Notes have been requested by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lenderor Lenders), and (iiD) the Borrowers shall execute and deliver any other documents, instruments or agreements or such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase thereof as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by require. The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the reasonable Lenders.
(i) On each Additional Lender Assumption Effective Date with respect to the Commitment being increased, as appropriate, the Lenders shall make adjustments among themselves with respect to the Loans then outstanding and amounts of principal, interest, commitment fees and expenses other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent 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 2.10(b) (and the Borrowers shall pay to the Lenders associated with any amounts that would be payable pursuant to Section 3.3 hereof if such Commitment Increaseadjustments among the Lenders would cause a prepayment of one or more Loans). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased without the prior written consent of such Lender. The Borrowers shall only be entitled to request an Increase pursuant to this subsection (Db) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase if (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds Borrowers have delivered to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders updated pro forma Projections (after giving effect to the applicable Increase and any projected utilization of any Additional Commitments related thereto) for the Credit Parties and their Subsidiaries evidencing compliance on a pro forma basis with Section 5.7 for the next four fiscal quarters of the Parent immediately following the proposed date of the applicable Increase and (ii) no Default or an Event of Default shall then exist, and, after giving pro forma effect to any such Commitment Increase would exist. At the time of any such Increase). The Borrower shall pay to , at the request of the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increase.
(d) Notwithstanding any provision contained herein to Agent, the contrary, from and after the date of any Commitment Increase Credit Parties and the making of any Loans on Lenders shall enter into an amendment to evidence such date pursuant increase and to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on address related provisions as reasonably deemed necessary or appropriate by the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of timeAdministrative Agent.
Appears in 1 contract
Samples: Credit and Security Agreement (AvidXchange Holdings, Inc.)
Increase in Commitment. (a) The At any time during the Commitment Increase Period, Borrower may request that Agent increase the aggregate Total Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an amount of the Commitments at least Ten Million Dollars ($10,000,000), increased by an amount not greater than increments of One Million Dollars ($50,000,000 1,000,000), and may be made by either (any such increasei) proportionally increasing, a “Commitment Increase”) by designating either for one or more of 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 existing “Additional Commitment”). During the Commitment Increase Period, the Lenders (each of whichagree that Agent, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall be an Eligible Assignees reasonably acceptable Transferee and 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 Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the Administrative effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent that at and the time agreeLenders such 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 make adjustments among themselves with respect to 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 case opinion of any existing Lender to increase its Commitment (an “Increasing Lender”) andAgent, in order to reallocate among such Lenders such outstanding amounts, based on the case revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower shall not request any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases increase in the Commitments of the Increasing Lenders Commitment pursuant to this Section 2.08 plus the Commitments 2.9(b) if a Default or an Event of the Additional Lenders upon giving effect to the Commitment Increase Default shall not in the aggregate exceed the amount of the Commitment Increase then exist, or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and immediately after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increaseincrease would exist.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 1 contract
Increase in Commitment. (a) The Borrower may increase the aggregate amount of the Commitments by an amount not greater than $50,000,000 10,000,000 (any such increase, a “"Commitment Increase”") by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “"Increasing Lender”") and, in the case of any other Eligible Assignee (an “"Additional Lender”"), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereofaggregate. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s 's Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s 's Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s 's Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s 's Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increase.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 1 contract
Samples: Revolving Credit Agreement (South Jersey Industries Inc)
Increase in Commitment. (a) The At any time prior to the Maturity Date, the Borrower may increase shall have the ability, in consultation with the Administrative Agent, to request increases in the Commitment of all Lenders (each, a “Requested Commitment Increase”); provided that (i) no Lender shall have any obligation to participate in any Requested Commitment Increase, (ii) in no event shall the aggregate amount of all Requested Commitment Increases exceed $200,000,000, (iii) each such Requested Commitment Increase shall be in a minimum principal amount of $100,000,000 or, if less, the Commitments by an remaining amount not greater than $50,000,000 permitted pursuant to clause (any such increase, a “ii) above and (iv) no Default or Event of Default shall have occurred and be continuing or would result from the proposed Requested Commitment Increase”.
(b) by designating either one or more The Administrative Agent shall promptly give notice of such requested increase to the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more Eligible Assignees reasonably acceptable to Lenders. Each Lender shall notify the Administrative Agent that at within ten (10) Business Days (or such longer period of time which may be agreed upon by the time agree, in Administrative Agent and the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect Borrower and communicated to the Commitment Increase shall not in Lenders) from the aggregate exceed the amount date of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy delivery of such notice to the Lenders.
(b) Lenders whether or not it agrees to increase its Commitment and, if so, by what amount. Any Commitment Increase Lender not responding within such time period shall become effective upon (A) the receipt by the be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower of (i) an the Lenders’ responses to each request made hereunder. The Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent signed by Agent.
(c) Upon the Borrowercompletion of each Requested Commitment Increase, each Increasing Lender and each Additional Lender, setting forth (i) entries in the new commitments Register will be revised to reflect the revised Commitments and Commitment Percentage Percentages of each such Lender and setting forth of the agreement of Lenders (including each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each new Lender, ) and (ii) such evidence of appropriate corporate authorization the outstanding Revolving Credit Loans will be reallocated on the part effective date of such increase among the Lenders in accordance with their revised Commitment Percentages and the Lenders (including each new Lender) having a Commitment agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required pursuant to Section 4.9 in connection with respect such reallocation as if such reallocation were a repayment.
(d) Notwithstanding anything set forth in this Section 2.7 to the contrary, no Requested Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of granted unless the Borrower stating that both before and after giving effect to such Commitment Increase following conditions precedent are satisfied:
(i) no Default or Event of Default has shall have occurred and is continuing, and be continuing on such date (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all incurrence of the Lenders (after giving effect to such applicable Requested Commitment Increase). The Borrower shall pay to ;
(ii) the Administrative Agent any amounts payable pursuant shall have received an Officer’s Compliance Certificate; and
(iii) the Borrower shall have satisfied such other conditions to Section 9.07(b) the completion of such Requested Commitment Increase as may be reasonably required by the Administrative Agent or the Lenders and Eligible Assignees participating in connection with such Requested Commitment Increase.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 1 contract
Samples: Credit Agreement (Medimmune Inc /De)
Increase in Commitment. (a) The At any time during the Commitment Increase Period, Administrative Borrower may request that Agent increase the aggregate amount of Total Commitment Amount from the Commitments Closing Commitment Amount up to the Maximum Commitment Amount by an amount not greater than $50,000,000 either (any such increasei) increasing, a “Commitment Increase”) by designating either 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 existing Lenders (each of which"Additional Commitment"). During the Commitment Increase Period, the Banks agree that Agent, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or permit one or more Eligible Assignees reasonably acceptable 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 the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become each Bank a party revised Schedule 1 to this Agreement. The sum , including revised Commitment Percentages for each of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect Banks, if appropriate, at least three Business Days prior to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy effectiveness of such notice to the Lenders.
Additional Commitments (b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) each an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each "Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each LenderBank Assumption Effective Date"), and (iiC) Borrowers shall execute and deliver to Agent and the Banks such evidence of appropriate corporate authorization 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 the part behalf of the Borrower Banks. On each Additional Bank Assumption Effective Date, the Banks shall make adjustments among themselves with respect to the Commitment Increase Revolving Loans then outstanding and such opinions amounts of counsel for the Borrower principal, interest, commitment fees and other amounts paid or payable with respect to the Commitment Increase thereto as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be truenecessary, in the opinion of Agent, in order to reallocate among such Banks such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this subsection (b). Borrowers shall not request any increase in the Total Commitment Amount pursuant to this subsection (b) if a Default or an Event of a duly authorized officer of the Borrower stating that both before and Default shall then exist, or immediately after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase)increase would exist. The Borrower Borrowers shall pay to the Administrative any attorneys' fees or other expenses of Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increase.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date documentation of any Commitment Increase such increase, as well as such other fees as may be agreed upon between Borrowers and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of timeAgent.
Appears in 1 contract
Samples: Credit and Security Agreement (MTC Technologies Inc)
Increase in Commitment. At any time prior to the date that is thirty days prior to the Termination Date, if no Default shall have occurred and be continuing (a) The Borrower may or would result after giving effect thereto), the Company may, if it so elects, increase the aggregate amount of the Commitments by Revolving Commitment (each such increase to be in an aggregate amount that is an integral multiple of $500,000 and not greater less than $50,000,000 5,000,000) (any such increasethe “Increased Revolving Amount”), a “Commitment Increase”) first, by designating either agreeing with one or more of the existing Lenders (each of whichthat such Lenders’ respective Pro Rata Share shall be increased to include the Increased Revolving Amount, in or if no existing Lender agrees to increase its sole discretionPro Rata Share, may determine whether and to what degree to participate in such Commitment Increase) or then by designating one or more Eligible Assignees financial institutions not theretofore a Lender to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent, which consent will not be unreasonably withheld or delayed, and only if each such financial institution accepts to fund, as the case may be, the Increased Revolving Amount). Lasalle and its Affiliates will use their best efforts to arrange financial institutions to provide such increases with arrangement fees paid as agreed at such time. Upon execution and delivery by the Company and each such Lender or other financial institution of an instrument (an “Increased Revolving Amount Acceptance”) in form reasonably acceptable satisfactory to the Administrative Agent that at Agent, such Lender shall have the time agreecommitment to loan the Increased Revolving Amount as therein set forth, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any or such other Eligible Assignee (an “Additional Lender”), to financial institution shall become a party Lender with a commitment to this Agreement. The sum loan the Increased Revolving Amount as therein set forth, and all the rights and obligations of a Lender with a Revolving Commitment hereunder; provided:
(a) that the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower Company shall provide prompt notice of any proposed Commitment Increase pursuant such increase to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to notify the respective Lenders.;
(b) Any Commitment Increase that the Company shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory have delivered to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part copy of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph Increased Revolving Amount Acceptance;
(c) below, (C) receipt by that the Administrative Agent amount of the reasonable fees and expenses Increased Revolving Amount, together with all other Increased Revolving Amounts pursuant to this Section 2.1.4 since the date of the Administrative Agent and Lenders associated with such Commitment Increasethis Agreement, and does not exceed $50,000,000;
(Dd) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both that, before and after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuingthe Increased Revolving Amount, and (ii) all the representations and warranties made by of the Borrower Company contained in Section 9 of this Agreement are shall be true and correct in all material respects respects; and
(e) that the Administrative Agent shall have received such evidence (including an opinion of the Company’s counsel) as it may reasonably request to confirm the Company’s due authorization of the transactions contemplated by this Section 2.1.4 and the validity and enforceability of the obligations of the Company resulting therefrom. On the date of any such increase, the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender Company shall provide funds be deemed to have represented to the Administrative Agent and the Lenders that the conditions set forth in clauses (a) through (e) above have been satisfied. Upon any increase in the manner described aggregate amount of the Revolving Commitment pursuant to this Section 2.1.4, each existing Lender whose Revolving Commitment has not increased pursuant to this Section 2.1.4 (each, a “Non-Increasing Lender”) shall be deemed, without further action by any party hereto, to have sold to each Lender whose Revolving Commitment has been assumed or increased under this Section 2.1.4 (each, an “Increased Revolving Loan Lender”), and each Increased Revolving Loan Lender shall be deemed, without further action by any party hereto, to have purchased from each Non-Increasing Lender, a participation in Section 2.03(d) each Swing Line Loan and Letter of Credit in which such Non-Increasing Lender has acquired a participation in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Increased Lender’s Pro Rata Share thereof, until such time as all Swing Line Loans and Swingline Loans), expressed as a percentage Letters of Credit are held by the aggregate Commitments (calculated, Lenders in each case, immediately after such proportion to their respective Revolving Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment IncreaseIncreased Revolving Loan.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 1 contract
Samples: Credit Agreement (Multi Color Corp)
Increase in Commitment. (a) The At any time during the Commitment Increase Period, Administrative Borrower may request that Agent increase the aggregate Total Commitment Amount from the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an amount of the Commitments at least Five Million Dollars ($5,000,000), increased by an amount not greater than increments of One Million Dollars ($50,000,000 1,000,000), and may be made by either (any such increasei) increasing, a “Commitment Increase”) by designating either for one or more of the existing Lenders Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increaseii) or including one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lenderwith a new commitment under the Revolving Credit Commitment, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender to become as a party to this Agreement and (collectively, the “Additional Commitment”); provided that existing Lenders shall be given the first opportunity to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to provide Additional Commitments. During the Commitment Increase and such opinions Period, all of counsel for the Borrower with respect to Lenders agree that Agent shall permit one or more Additional Commitments upon satisfaction of the Commitment Increase as the Administrative Agent may reasonably requestfollowing 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 funding by Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each Increasing Lender and an “Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) belowAssumption Effective Date”), (C) receipt by the Administrative Agent of the reasonable fees Borrowers shall execute and expenses of the Administrative deliver to Agent and the Lenders associated with such Commitment Increasereplacement or additional Revolving Credit Notes as shall be required by Agent, and (D) receipt by Borrowers shall, on the Administrative Agent 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 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 statements contained in which 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 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 truenecessary, 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). 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 in the Total Commitment Amount pursuant to this Section 2.9(b) if a duly authorized officer Default or an Event of the Borrower stating that both before and Default shall then exist, or immediately after giving effect to any such Commitment Increase increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as including a pro forma calculation of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described financial covenants set forth in Section 2.03(d5.7 hereof) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increasewould exist.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 1 contract
Increase in Commitment. At any time during the Commitment Increase Period (a) The but no more frequently than once per calendar year), Borrower may request that Agent increase the aggregate amount of Total Commitment Amount from the Commitments by Closing Commitment Amount up to an amount that shall not greater than exceed the Maximum Commitment Amount. Each such increase shall be in increments of at least Five Million Dollars ($50,000,000 5,000,000), and may be made by either (any such increasei) proportionally increasing, a “Commitment Increase”) by designating either for 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 existing Revolving Credit Commitment, as a party to this Agreement (collectively, the "Additional Commitment"). During the Commitment Increase Period, the Lenders (each of whichagree that Agent, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or permit one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”), to become a party to this Agreement. The sum Commitments upon satisfaction of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon following requirements: (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth 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 new commitments Lenders, if appropriate, at least three Business Days prior to the effectiveness of such Additional Commitments (each an "Assumption Effective Date"), and Commitment Percentage of each (C) Borrower shall execute and deliver to Agent and the Lenders such Lender and setting forth the agreement of replacement or additional Revolving Credit Notes as shall be required by Agent. The Lenders hereby authorize Agent to execute each Additional Lender to become a party to this Assumption Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part behalf of the Borrower Lenders. On each Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Commitment Increase Revolving Loans then outstanding and such opinions amounts of counsel for the Borrower principal, interest, facility fees and other amounts paid or payable with respect to the Commitment Increase thereto as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) necessary, in the opinion of Agent, in order to reallocate among the Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this subsection. Borrower shall not request any increase in the Total Commitment Amount pursuant to this subsection if a duly authorized officer Default or an Event of the Borrower stating that both before and Default shall then exist, or immediately after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such Commitment Increaseincrease would exist.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 1 contract
Samples: Credit Agreement (Pioneer Standard Electronics Inc)
Increase in Commitment. (ai) The Borrower At any time during the Commitment Increase Period, the Borrowers may request that the Administrative Agent increase the Total Commitment Amount by (A) increasing the Maximum Revolving Amount, or (B) adding one or more additional term loan facilities to this Agreement (each an “Additional Term Loan Facility”) (which Additional Term Loan Facility shall be subject to subsection (c) below); provided that the aggregate amount of the Commitments by all increases made pursuant to this subsection (b) shall not exceed Thirty Million Dollars ($30,000,000). Each such request for an increase shall be in an amount not greater than of at least Five Million Dollars ($50,000,000 5,000,000), increased by increments of One Million Dollars (any such increase$1,000,000), a “Commitment Increase”and may be made by either (1) by designating either increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, (2) adding a new commitment for one or more Lenders, with their prior written consent, with respect to the Additional Term Loan Facility, or (3) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment or the Additional Term Loan Facility, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”).
(ii) During the Commitment Increase Period, all of the existing Lenders (each of whichagree that the Administrative Agent, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or permit one or more Eligible Assignees reasonably acceptable Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) each Additional Commitment from an Additional Lender, if any, shall be in an amount of Five Million Dollars ($5,000,000), (C) the Administrative Agent shall provide to the Borrowers and 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 Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (D) the Borrowers shall execute and deliver to the Administrative Agent that at and the time agree, in Lenders such replacement or additional Notes as shall be required by the case of any existing Administrative Agent (if Notes have been requested by such Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Lender”or Lenders), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 hereby authorize the Administrative Agent, which shall promptly provide a copy Agent to execute each Additional Lender Assumption Agreement on behalf of such notice to the Lenders.
(biii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of On each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower Assumption Effective Date with respect to the Specific Commitment Increase and such opinions of counsel for being increased, as appropriate, the Borrower Lenders shall make adjustments among themselves with respect to the Commitment Increase as the Administrative Agent may reasonably requestLoans then outstanding and amounts of principal, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) belowinterest, (C) receipt by the Administrative Agent of the reasonable commitment fees and expenses other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculatedAgent, in each caseorder to reallocate among such Lenders such outstanding amounts, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender based on the date revised Applicable Commitment Percentages and to otherwise carry out fully the intent and terms of such Commitment Increase, with such Loan(sthis Section 2.10(b) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower Borrowers shall pay to the Administrative Agent Lenders any amounts that would be payable pursuant to Section 9.07(b) in 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more Term SOFR Loans). In connection with such Commitment Increase.
(d) Notwithstanding any provision contained herein to therewith, it is understood and agreed that the contrary, from and after the date Maximum Amount of any Lender will not be increased (or decreased except pursuant to subsection (a) above) without the prior written consent of such Lender. The Borrowers shall not request any increase in the Total Commitment Increase Amount pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such increase, would exist. At the time of any such increase, at the request of the Administrative Agent, the Credit Parties and the making Lenders shall enter into an amendment to evidence such increase and to address related provisions as deemed necessary or appropriate by the Administrative Agent. Upon each increase of any Loans on such date pursuant to paragraph (c) above, all calculations and payments the Maximum Revolving Amount or addition of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and Term Loan Facility, the principal amount outstanding of each Loan made Total Commitment Amount shall be increased by each such Lender during the relevant period of timesame amount.
Appears in 1 contract
Samples: Credit and Security Agreement (Universal Logistics Holdings, Inc.)
