Increase in Commitments; Additional Lenders. (a) The Company may, upon at least 10 Business Days’ notice to the Agent and the Co-Administrative (of which notice the Co-Administrative Agent shall promptly provide a copy to the Lenders); provided that the Company has not previously terminated all or any portion of the Commitment pursuant to Section 2.07 hereof; and provided, further, that before and after giving effect to the Commitment Increase (as defined below) no Event of Default has occurred and is continuing or would result therefrom, propose to increase the Commitment by an amount not to exceed $100,000,000 over the Aggregate Commitment on the Restatement Date (the amount of any such increase, the “Commitment Increase”), to be allocated among the Lenders in a manner mutually acceptable to the Company and the Agent. Each requested Commitment Increase shall be in an aggregate minimum amount of $25,000,000 or any multiple of $1,000,000 in excess thereof, and the Company shall not be permitted to make more than one (1) request for a Commitment Increase during any fiscal year of the Company. (b) The Company, with the consent of the Agent and the Co-Administrative Agent (which shall not be unreasonably withheld or delayed prior to the occurrence and continuance of an Event of Default or an incipient Default), but without the consent of any other Lenders, may designate one or more other banks or other financial institutions (which may be, but need not be, one or more of the existing Lenders; and for greater certainty, no existing Lender shall have any obligation to increase its applicable Commitment) which at the time agree in the case of any such bank that is an existing Lender to increase its applicable Commitment and, in the case of any other such bank or financial institution (each an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitment of the existing Lenders pursuant to this subsection (b) plus the Commitment of the Additional Lenders shall not in the aggregate exceed the amount of the Commitment Increase. (c) An increase in the Commitment pursuant to this Section 2.17 shall become effective upon the receipt by the Agent and the Co-Administrative Agent of an agreement in form and substance satisfactory to the Agent and the Co-Administrative Agent signed by the Company, by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitment of such Lenders 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, together with such evidence of appropriate corporate authorization on the part of the Company with respect to the Commitment Increase as the Agent or the Co-Administrative Agent may reasonably request, if any. (d) Upon the effectiveness of a Commitment Increase pursuant to this Section 2.17, the Commitment amounts set forth on Schedule 2.01 shall be deemed amended, reflecting the increases of the Commitment of existing Lenders and the addition of the new Commitment of the Additional Lenders, if any. Concurrently with the effectiveness of such increase and any additional extension of credit in connection therewith, each Lender shall fund its Pro Rata Share of the outstanding Revolving Loans, Swing Loans and overdue L/C Obligations relating to L/C Advances, if any, to the Co-Administrative Agent, so that after giving effect thereto each Lender, including the Additional Lenders, if any, holds its Pro Rata Share of the outstanding Revolving Loans, Swing Loans and L/C Obligations relating to each Loan to which it is a party, and the Company shall pay to each Lender all amounts due under Article IV hereof as a result of any prepayment of any outstanding Offshore Rate Loans resulting from any Lender’s funding of Loans previously funded by other Lenders.
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Increase in Commitments; Additional Lenders. (a) The Company Borrower may, upon at least 10 Business Days’ 30 days' notice to the Agent and the Co-Administrative (of which notice the Co-Administrative Agent (which shall promptly provide a copy of such notice to the Lenders); , and provided that the Company Borrower has not previously terminated all or any portion of the Commitment Revolving Credit Commitments pursuant to Section 2.07 1.12 hereof; and provided, further, that before and after giving effect to the Commitment Increase (as defined below) no Event of Default has occurred and is continuing or would result therefrom, propose to increase the Commitment by aggregate amount of the Revolving Credit Commitments to an amount not to exceed $100,000,000 over the Aggregate Commitment on the Restatement Date (the amount of any such increase, the “"Commitment Increase”"). Each Lender party to this Agreement at such time shall have the right (but no obligation), for a period of 15 days following its receipt of such notice from the Administrative Agent, to be allocated among the Lenders in a manner mutually acceptable elect by notice to the Company Borrower and the Agent. Each requested Administrative Agent to increase its Revolving Credit Commitment by a principal amount up to that amount which bears the same ratio to the Commitment Increase as its then existing Revolving Credit Commitment bears to the aggregate Revolving Credit Commitments then existing. Any Lender which does not respond to such notice within such 15 day period shall be in an aggregate minimum amount of $25,000,000 or any multiple of $1,000,000 in excess thereof, and the Company shall deemed to have elected not be permitted to make more than one (1) request for a Commitment Increase during any fiscal year of the Companyincrease its Revolving Credit Commitment.
(b) The CompanyIf any Lender party to this Agreement shall not elect to increase its Revolving Credit Commitment by the full amount permitted by subsection (a) of this Section, the Borrower with the consent of the Agent and the Co-Administrative Agent (which shall not be unreasonably withheld or delayed prior to the occurrence and continuance of an Event of Default or an incipient Default), but without the consent of any other Lenders, may designate one or more other banks or other financial institutions (which may be, but need not be, one or more of the existing Lenders; and for greater certainty, no existing Lender shall have any obligation to increase its applicable Commitment) which at the time agree in the case of any such bank that is an existing Lender to increase its applicable Revolving Credit Commitment and, in the case of any other such bank or financial institution (each an “"Additional Lender”"), to become a party to this Agreement. The sum of the increases in the Commitment Revolving Credit Commitments of the existing Lenders pursuant to this subsection (b) plus the Commitment Revolving Credit Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Commitment Increase.
(c) An increase in the Commitment aggregate amount of the Revolving Credit Commitments pursuant to this Section 2.17 1.15 shall become effective upon the receipt by the Agent and the Co-Administrative Agent of an agreement in form and substance satisfactory to the Agent and the Co-Administrative Agent signed by the CompanyBorrower, by each Additional Lender and by each other Lender whose Revolving Credit Commitment is to be increased, setting forth the new Commitment Revolving Credit Commitments of such Lenders 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, together with such evidence of appropriate corporate authorization on the part of the Company Borrower with respect to the Commitment Increase as the Agent or the Co-Administrative Agent may reasonably request, if any.
(d) Upon the effectiveness of a Commitment Increase any increase in the aggregate amount of the Revolving Credit Commitments pursuant to this Section 2.171.15, the Commitment amounts set forth on Schedule 2.01 1 shall be deemed amended, amended reflecting the increases of the Commitment Revolving Credit Commitments of existing Lenders and the addition of the new Commitment Revolving Credit Commitments of the Additional Lenders, Lenders (if any). Concurrently with the effectiveness of such increase and any additional extension of credit in connection therewithincrease, each Lender shall fund its Pro Rata Share pro rata share of the outstanding Revolving Loans, Swing Loans and overdue L/C Obligations reimbursement obligations relating to L/C AdvancesLetters of Credit, if any, to the Co-Administrative Agent, Agent so that after giving effect thereto each Lender, ,including the Additional Lenders, Lenders (if any), holds its Pro Rata Share a pro rata share of the outstanding Revolving Loans, Swing Loans and L/C Obligations obligations relating to each Loan to which it is a party, Letters of Credit and the Company Borrower shall pay to each Lender all amounts due under Article IV Section 1.11 hereof as a result of any prepayment of any outstanding Offshore Rate Eurodollar Loans resulting from any Lender’s 's funding of Revolving Loans previously funded by other Lenders.
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Samples: Credit Agreement (Hewitt Associates Inc), Credit Agreement (Hewitt Associates Inc)
Increase in Commitments; Additional Lenders. (a) The Company may, upon at least 10 Business Days’ notice to the Agent and the Co-Administrative (of which notice the Co-Administrative Agent shall promptly provide a copy to the Lenders); provided that the Company has not previously terminated all or any portion of the Commitment pursuant to Section 2.07 hereof; and provided, further, that before and after giving effect to the Commitment Increase (So long as defined below) no Event of Default has occurred and is continuing or would result therefromcontinuing, from time to time after the Closing Date, the Company may, upon at least 30 days’ written notice to the Administrative Agent, propose to increase the Commitment Aggregate Commitments by an amount not to exceed $100,000,000 over the Aggregate Commitment on the Restatement Date 500,000,000 (the amount of any such increase, the “Additional Commitment IncreaseAmount”), provided, however, that at no time shall the Aggregate Commitments exceed $1,500,000,000. No Lender (or any successor thereto) shall have any obligation to be allocated among the Lenders in a manner mutually acceptable to the Company increase its Commitment or its other obligations under this Agreement and the Agent. Each requested other Loan Documents, and any decision by a Lender to increase its Commitment Increase shall be made in an aggregate minimum amount of $25,000,000 or its sole discretion independently from any multiple of $1,000,000 in excess thereof, and the Company other Lender. Any Lender that fails to respond to such notice shall not be permitted deemed to make more than one (1) request for a Commitment Increase during any fiscal year of the Companyhave declined to increase its Commitment.
(b) The CompanyIn addition, with the consent of the Agent and the Co-Administrative Agent (which shall not be unreasonably withheld or delayed prior to the occurrence and continuance of an Event of Default or an incipient Default), but without the consent of any other Lenders, Company may designate one or more other banks another bank or other financial institutions institution (which may be, but need not be, one or more of the existing Lenders; and for greater certainty, no existing Lender shall have any obligation to increase its applicable Commitment) which at the time agree agrees to, in the case of any such bank Person that is an existing Lender to Lender, increase its applicable Commitment and, and in the case of any other such bank or financial institution Person (each an “Additional Lender”), to become a party to this Agreement; provided, however, that any new bank or financial institution must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Commitment Commitments of the existing Lenders pursuant to this subsection (b) plus the Commitment Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment IncreaseAmount.
(c) An increase in the Commitment aggregate amount of the Commitments pursuant to this Section 2.17 2.15 shall become effective upon the receipt by the Agent and the Co-Administrative Agent of an agreement a supplement or joinder in form and substance satisfactory to the Agent and the Co-Administrative Agent signed executed by the Company, and by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitment Commitments of such Lenders 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, together with a certificate of the Company signed by a Responsible Officer, in form and substance reasonably acceptable to the Administrative Agent, certifying that (x) at the time of, and immediately after giving effect to, any such proposed increase, no Default or Event of Default shall exist, (y) all representations and warranties of the Borrowers contained in Article V (but excluding the representation set forth in Section 5.05(b)) shall be true and correct in all material respects on and as of the date of increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and (z) since June 30, 2017, there has been no change which has had or could reasonably be expected to have a Material Adverse Effect, and such evidence of appropriate corporate authorization on the part of the Company with respect to the increase in the Commitment Increase and such opinions of counsel for the Company with respect to the increase in the Commitments as the Agent or the Co-Administrative Agent may reasonably request, if any.
(d) Upon the effectiveness acceptance of any such agreement by the Administrative Agent, each Additional Lender shall automatically be deemed a Commitment Increase Lender for all purposes hereunder, the Aggregate Commitments shall automatically be increased by the amount of the Commitments added through such agreement and Schedule 2.01 shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition of such Commitments.
(e) Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.172.15 that is not pro rata among all Lenders, (i) within five Business Days, in the case of any Base Rate Loans then outstanding, and at the end of the then current Interest Period with respect thereto, in the case of any Eurocurrency Rate Loans then outstanding, the Commitment amounts set forth on Schedule 2.01 Borrowers shall be deemed amendedprepay their respective Loans in their entirety and, reflecting to the increases of extent the Commitment of existing Company elects to do so and subject to the conditions specified in Article IV, the Borrowers shall reborrow Loans from the Lenders and in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the addition of the new Commitment of the Additional Lenders, if any. Concurrently with the effectiveness of Lenders in proportion to their respective Commitments after giving effect to such increase and any additional extension (ii) effective upon such increase, the amount of credit in connection therewith, the participations held by each Lender in each Letter of Credit then outstanding shall fund its Pro Rata Share of the outstanding Revolving Loansautomatically be adjusted such that, Swing Loans and overdue L/C Obligations relating to L/C Advances, if any, to the Co-Administrative Agent, so that after giving effect thereto to such adjustments, the Lenders shall hold participations in each Lender, including the Additional Lenders, if any, holds its Pro Rata Share such Letter of the outstanding Revolving Loans, Swing Loans and L/C Obligations relating Credit in proportion to each Loan to which it is a party, and the Company shall pay to each Lender all amounts due under Article IV hereof as a result of any prepayment of any outstanding Offshore Rate Loans resulting from any Lender’s funding of Loans previously funded by other Lenderstheir respective Commitments.
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Increase in Commitments; Additional Lenders. (a) The Company may, upon at least 10 Business Days’ notice to the Agent and the Co-Administrative (of which notice the Co-Administrative Agent shall promptly provide a copy to the Lenders); provided that the Company has not previously terminated all or any portion of the Commitment pursuant to Section 2.07 hereof; and provided, further, that before and after giving effect to the Commitment Increase (So long as defined below) no Event of Default has occurred and is continuing or would result therefromcontinuing, from time to time after the Closing Date, the Borrower may, upon at least 30 days’ written notice to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Commitment Aggregate Commitments by an amount not to exceed $100,000,000 over the Aggregate Commitment on the Restatement Date 550750,000,000 (the amount of any such increase, the “Additional Commitment IncreaseAmount”), provided, however, that at no time shall the Aggregate Commitments exceed $1,8502,750,000,000. Each Lender shall have the right for a period of 15 days following receipt of such notice, to be allocated among the Lenders in a manner mutually acceptable elect by written notice to the Company Borrower and the AgentAdministrative Agent to increase its Commitment by a principal amount up to its Pro Rata Share of the Additional Commitment Amount. Each requested No Lender (or any successor thereto) shall have any obligation to increase its Commitment Increase or its other obligations under this Agreement and the other Loan Documents, and any decision by a Lender to increase its Commitment shall be made in an aggregate minimum amount of $25,000,000 or its sole discretion independently from any multiple of $1,000,000 in excess thereof, and the Company other Lender. Any Lender that fails to respond to such notice shall not be permitted deemed to make more than one (1) request for a Commitment Increase during any fiscal year of the Companyhave declined to increase its Commitment.
(b) The Company, with the consent of the Agent and the Co-Administrative Agent (which If any Lender shall not be unreasonably withheld or delayed prior elect to increase its Commitment pursuant to subsection (a) of this Section 2.15, the occurrence and continuance of an Event of Default or an incipient Default), but without the consent of any other Lenders, Borrower may designate one or more other banks another bank or other financial institutions institution (which may be, but need not be, one or more of the existing Lenders; and for greater certainty, no existing Lender shall have any obligation to increase its applicable Commitment) which at the time agree agrees to, in the case of any such bank Person that is an existing Lender to Lender, increase its applicable Commitment and, and in the case of any other such bank or financial institution Person (each an “Additional Lender”), to become a party to this Agreement; provided, however, that any new bank or financial institution must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Commitment Commitments of the existing Lenders pursuant to this subsection (b) plus the Commitment Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment IncreaseAmount.
(c) An increase in the Commitment aggregate amount of the Commitments pursuant to this Section 2.17 2.15 shall become effective upon the receipt by the Agent and the Co-Administrative Agent of an agreement a supplement or joinder in form and substance satisfactory to the Agent and the Co-Administrative Agent signed executed by the CompanyBorrower, and by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitment Commitments of such Lenders 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, together with a certificate of the Borrower signed by a Responsible Officer of the Borrower, in form and substance reasonably acceptable to the Administrative Agent, certifying that (x) at the time of, and immediately after giving effect to, any such proposed increase, no Default or Event of Default shall exist, (y) all representations and warranties of the Borrower contained in Article V (but excluding the representation set forth in Section 5.05(b)) shall be true and correct in all material respects on and as of the date of increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and (z) since October 31, 20162022, there has been no change which has had or could reasonably be expected to have a Material Adverse Effect, and such evidence of appropriate corporate authorization on the part of the Company Borrower with respect to the increase in the Commitment Increase and such opinions of counsel for the Borrower with respect to the increase in the Commitments as the Agent or the Co-Administrative Agent may reasonably request, if any.
(d) Upon the effectiveness acceptance of any such agreement by the Administrative Agent, each Additional Lender shall automatically be deemed a Commitment Increase Lender for all purposes hereunder, the Aggregate Commitments shall automatically be increased by the amount of the Commitments added through such agreement and Schedule 2.01 shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition of such Commitments.
(e) Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.172.15 that is not pro rata among all Lenders, (i) within five Business Days, in the case of any Base Rate Loans or RFR Loan then outstanding, and at the end of the then current Interest Period with respect thereto, in the case of any SOFR Loans or Eurocurrency Rate Loans then outstanding, the Commitment amounts set forth on Schedule 2.01 Borrower shall be deemed amendedprepay its Loans in their entirety and, reflecting to the increases of extent the Commitment of existing Borrower elects to do so and subject to the conditions specified in Article IV, the Borrower shall reborrow Loans from the Lenders and in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the addition of the new Commitment of the Additional Lenders, if any. Concurrently with the effectiveness of Lenders in proportion to their respective Commitments after giving effect to such increase and any additional extension (ii) effective upon such increase, the amount of credit in connection therewith, the participations held by each Lender in each Letter of Credit then outstanding shall fund its Pro Rata Share of the outstanding Revolving Loansautomatically be adjusted such that, Swing Loans and overdue L/C Obligations relating to L/C Advances, if any, to the Co-Administrative Agent, so that after giving effect thereto to such adjustments, the Lenders shall hold participations in each Lender, including the Additional Lenders, if any, holds its Pro Rata Share such Letter of the outstanding Revolving Loans, Swing Loans and L/C Obligations relating Credit in proportion to each Loan to which it is a party, and the Company shall pay to each Lender all amounts due under Article IV hereof as a result of any prepayment of any outstanding Offshore Rate Loans resulting from any Lender’s funding of Loans previously funded by other Lenderstheir respective Commitments.
Appears in 1 contract
Increase in Commitments; Additional Lenders. (a) The Subsequent to the Initial Effective Date, and so long as no Default then exists or would result therefrom and the representations and warranties of the Borrowers contained herein are true and correct at such time, the Company may, upon at least 10 Business Days30 days’ notice to the Agent and the Co-Administrative (of which notice the Co-Administrative Agent (which shall promptly provide a copy of such notice to the Lenders); provided that the Company has not previously terminated all or any portion of the Commitment pursuant to Section 2.07 hereof; and provided, further, that before and after giving effect to the Commitment Increase (as defined below) no Event of Default has occurred and is continuing or would result therefrom, propose to increase the Commitment by aggregate amount of the Commitments in an aggregate amount not of up to exceed $100,000,000 over the Aggregate Commitment on the Restatement Date 2,000,000,000 (the amount of any such increase, the “Commitment IncreaseIncreased Commitments”). Each Lender party to this Agreement at such time shall have the right (but no obligation), for a period of 15 days following receipt of such notice, to be allocated among the Lenders in a manner mutually acceptable elect by notice to the Company and the Agent. Each requested Administrative Agent to increase its Commitment Increase shall be in an aggregate minimum amount of $25,000,000 or any multiple of $1,000,000 in excess thereof, and the Company shall not be permitted to make more than one (1) request for a Commitment Increase during any fiscal year of the Companyhereunder.
(b) The Company, with the consent of the Agent and the Co-Administrative Agent (which If any Lender party to this Agreement shall not be unreasonably withheld or delayed prior elect to increase its Commitment pursuant to subsection (a) of this Section, the occurrence and continuance of an Event of Default or an incipient Default), but without the consent of any other Lenders, Company may designate one or more other banks another bank or other financial institutions lenders (which may be, but need not be, one or more of the existing Lenders; and for greater certainty, no existing Lender shall have any obligation to increase its applicable Commitment) which at the time agree to (i) in the case of any such bank lender that is an existing Lender to Lender, increase its applicable Commitment and, and (ii) in the case of any other such bank or financial institution lender (each an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitment Commitments of the existing Lenders pursuant to this subsection (b) plus the Commitment Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Commitment IncreaseIncreased Commitments.
(c) An increase in the Commitment aggregate amount of the Commitments pursuant to this Section 2.17 shall become effective upon the receipt by the Agent and the Co-Administrative Agent of an agreement in form and substance satisfactory to the Agent and the Co-Administrative Agent signed by the CompanyBorrowers, by each Additional Lender and Lender, by each other Lender whose Commitment is to be increasedincreased and by each Issuing Lender whose consent is required pursuant to Section 2.15(j), setting forth the new Commitment Commitments of such Lenders 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, together with such evidence of appropriate corporate authorization on the part of the Company Borrowers with respect to the Commitment Increase Increased Commitments and such opinions of counsel for the Borrowers with respect to the Increased Commitments as the Agent or the Co-Administrative Agent may reasonably request, if any.
(d) . Upon any increase in the effectiveness aggregate amount of a Commitment Increase the Commitments pursuant to this Section 2.17, (i) the Commitment amounts set forth on Schedule 2.01 respective Letter of Credit Liabilities and Swingline Exposures of the Lenders shall be deemed amended, reflecting the increases redetermined as of the Commitment of existing Lenders and the addition of the new Commitment of the Additional Lenders, if any. Concurrently with the effectiveness effective date of such increase and (ii) within five Domestic Business Days, in the case of any additional extension Group of credit in connection therewithBase Rate Loans then outstanding, each Lender shall fund its Pro Rata Share and at the end of the outstanding Revolving Loansthen current Interest Period with respect thereto, Swing in the case of any Group of Euro-Dollar Loans and overdue L/C Obligations relating to L/C Advancesthen outstanding, if anythe Borrower shall prepay such Group of Loans in its entirety and, to the Co-extent the Borrower elects to do so and subject to the conditions specified in Article 3, the Borrower shall reborrow Revolving Credit Loans from the Lenders in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Revolving Credit Loans are held by the Lenders in such proportion. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section, (i) the respective Sublimits of the Borrowers shall be increased by an equal aggregate amount as the Company may direct by notice to the Administrative Agent, so that after giving effect thereto each Lendersubject to the limitations set forth in Section 2.08(a), including and (ii) the Additional Lenders, if any, holds its Pro Rata Share amount of the outstanding Revolving Loans, Swing Loans and L/C Obligations relating to Maximum Sublimit of each Loan to which it is Borrower shall increase ratably on a party, and percentage basis by the Company shall pay to each Lender all amounts due under Article IV hereof same percentage as a result of any prepayment of any outstanding Offshore Rate Loans resulting from any Lender’s funding of Loans previously funded by other Lendersthe Commitments are increased.
Appears in 1 contract
Samples: Amendment No. 4 and Consent (Piedmont Natural Gas Co Inc)
Increase in Commitments; Additional Lenders. (a) The Company may, upon at least 10 Business Days’ notice to the Agent and the Co-Administrative (of which notice the Co-Administrative Agent shall promptly provide a copy to the Lenders); provided that the Company has not previously terminated all So long as no Default or any portion of the Commitment pursuant to Section 2.07 hereof; and provided, further, that before and after giving effect to the Commitment Increase (as defined below) no Event of Default has occurred and is continuing or would result therefromcontinuing, on not more than four occasions after the Restatement Closing Date and on each occasion for an amount not less than $10,000,000, the Borrower may, upon at least five (5) Business Days prior written notice to the Administrative Agent (which shall promptly provide a copy of such notice to each Lender), propose to increase the Commitment Revolving Credit Commitments by an aggregate amount for all such occasions not to exceed $100,000,000 over the Aggregate Commitment on the Restatement Date (the amount of any such increase, the “Additional Commitment IncreaseAmount”), . No Lender (or any successor thereto) shall have any obligation to be allocated among the Lenders in a manner mutually acceptable to the Company increase its Revolving Credit Commitment or its other obligations under this Agreement and the Agent. Each requested other Loan Documents, and any decision by a Lender to increase its Revolving Credit Commitment Increase shall be made in an aggregate minimum amount of $25,000,000 or its sole discretion independently from any multiple of $1,000,000 in excess thereof, and the Company shall not be permitted to make more than one (1) request for a Commitment Increase during any fiscal year of the Companyother Lender.
(b) The Company, with In any such notice given by the consent of the Agent and the Co-Administrative Agent (which shall not be unreasonably withheld or delayed prior Borrower pursuant to the occurrence and continuance of an Event of Default or an incipient DefaultSection 2.19(a), but without the consent of any other Lenders, may Borrower shall designate one or more other banks or other financial institutions (which may be, but need not be, one or more of the existing Lenders; and for greater certainty, no existing Lender shall have any obligation to increase its applicable Commitment) which at the time agree to, in the case of any such bank Person that is an existing Lender to Lender, increase its applicable Commitment andRevolving Credit Commitment, and in the case of any other such bank or financial institution Person (each an “Additional Lender”), to become a party to this Agreement; provided, however, that any prospective Additional Lender must be acceptable to the Administrative Agent and the Issuing Lender as determined by each of them acting in good faith. The sum of the increases in the Commitment Revolving Credit Commitments of the existing Lenders pursuant to this subsection paragraph (b) plus the Commitment Revolving Credit Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment IncreaseAmount.
(c) An increase in the Commitment aggregate amount of the Revolving Credit Commitments pursuant to this Section 2.17 2.19 shall become effective upon the receipt by the Agent and the Co-Administrative Agent of an agreement a supplement or joinder in form and substance reasonably satisfactory to the Agent and the Co-Administrative Agent signed executed by the CompanyBorrower, by each Additional Lender and by each other Lender whose Revolving Credit Commitment is to be increased, setting forth the new Commitment Revolving Credit Commitments of such Lenders 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, together with such Notes as may be requested by any existing Lenders or Additional Lenders to evidence any increased or new Revolving Credit Commitments, and such evidence of appropriate corporate organizational authorization on the part of the Company Borrower and such opinions of counsel for the Borrower with respect to the Commitment Increase increase in the Revolving Credit Commitments as the Agent or the Co-Administrative Agent may reasonably request, if any.
(d) Upon the effectiveness acceptance of a Commitment Increase any such supplement or joinder by the Administrative Agent, Schedule 1.1(A) shall automatically be deemed amended to reflect the Revolving Credit Commitments of all Lenders after giving effect to any Additional Lenders and any additions and increases in the Revolving Credit Commitments. The Administrative Agent may, on behalf of the existing Lenders not increasing their respective Revolving Credit Commitments and without further consent or authorization, enter into any such joinder or supplement or amendments to any other Loan Documents for purposes of giving effect to such additional and increased Revolving Credit Commitments.
(e) Upon any increase in the aggregate amount of the Revolving Credit Commitments pursuant to this Section 2.172.19 that is not pro rata among all existing Lenders, (x) the Borrower shall prepay all outstanding Revolving Credit Borrowings in their entirety and, to the extent the Borrower elects to do so and subject to the conditions specified in Section 5.2, the Commitment amounts set forth on Schedule 2.01 Borrower shall be deemed amendedreborrow Revolving Credit Loans from the Lenders (including any Additional Lenders) in proportion to their respective Revolving Credit Commitments after giving effect to such increase, reflecting and (y) effective upon such increase, the increases amount of the Commitment of existing Lenders and the addition of the new Commitment of the Additional Lenders, if any. Concurrently with the effectiveness of such increase and any additional extension of credit in connection therewith, participations held by each Lender shall fund its Pro Rata Share in each Letter of the outstanding Revolving Loans, Swing Loans Credit and overdue all L/C Obligations relating then outstanding shall be adjusted automatically such that, after giving effect to such adjustments, the Lenders (including any Additional Lenders) shall hold participations in each such Letter of Credit and all L/C Advances, if any, Obligations in proportion to the Co-Administrative Agent, so that their respective Revolving Credit Commitments after giving effect thereto each Lender, including to such increase. In connection with any prepayment of Revolving Credit Borrowings pursuant to this Section 2.19(e) on the Additional Lenders, if any, holds its Pro Rata Share effective date of an increase of the Revolving Credit Commitments, the Borrower shall pay all accrued and unpaid interest, fees, and Letter of Credit commissions in respect of such Revolving Credit Borrowings prepaid or deemed prepaid pursuant to this Section 2.19(e) and any outstanding Revolving Loans, Swing Loans Letters of Credit and L/C Obligations relating for which participations therein are deemed adjusted pursuant to each Loan to which it is a partythis Section 2.19(e), and the Company shall pay to each Lender all together with any amounts due under Article IV hereof as a result pursuant to Section 2.16 in respect of any prepayment of any outstanding Offshore Rate Loans resulting from any Lender’s funding of Loans previously funded by other Lenderssuch prepayment.
Appears in 1 contract
Increase in Commitments; Additional Lenders. (a) The Company may, upon at least 10 Business Days’ notice to the Agent and the Co-Administrative (of which notice the Co-Administrative Agent shall promptly provide a copy to the Lenders); provided that the Company has not previously terminated all or any portion of the Commitment pursuant to Section 2.07 hereof; and provided, further, that before and after giving effect to the Commitment Increase (So long as defined below) no Event of Default has occurred and is continuing or would result therefromcontinuing, from time to time after the Closing Date, the Company may, upon at least 30 days’ written notice to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Commitment Aggregate Commitments by an amount not to exceed $100,000,000 over the Aggregate Commitment on the Restatement Date 500,000,000 (the amount of any such increase, the “Additional Commitment IncreaseAmount”), provided, however, that at no time shall the Aggregate Commitments exceed $1,500,000,000. Each Lender shall have the right for a period of 15 days following receipt of such notice, to be allocated among the Lenders in a manner mutually acceptable elect by written notice to the Company and the AgentAdministrative Agent to increase its Commitment by a principal amount up to its Pro Rata Share of the Additional Commitment Amount. Each requested No Lender (or any successor thereto) shall have any obligation to increase its Commitment Increase or its other obligations under this Agreement and the other Loan Documents, and any decision by a Lender to increase its Commitment shall be made in an aggregate minimum amount of $25,000,000 or its sole discretion independently from any multiple of $1,000,000 in excess thereof, and the Company other Lender. Any Lender that fails to respond to such notice shall not be permitted deemed to make more than one (1) request for a Commitment Increase during any fiscal year of the Companyhave declined to increase its Commitment.
(b) The Company, with the consent of the Agent and the Co-Administrative Agent (which If any Lender shall not be unreasonably withheld or delayed prior elect to increase its Commitment pursuant to subsection (a) of this Section 2.15, the occurrence and continuance of an Event of Default or an incipient Default), but without the consent of any other Lenders, Company may designate one or more other banks another bank or other financial institutions institution (which may be, but need not be, one or more of the existing Lenders; and for greater certainty, no existing Lender shall have any obligation to increase its applicable Commitment) which at the time agree agrees to, in the case of any such bank Person that is an existing Lender to Lender, increase its applicable Commitment and, and in the case of any other such bank or financial institution Person (each an “Additional Lender”), to become a party to this Agreement; provided, however, that any new bank or financial institution must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Commitment Commitments of the existing Lenders pursuant to this subsection (b) plus the Commitment Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment IncreaseAmount.
(c) An increase in the Commitment aggregate amount of the Commitments pursuant to this Section 2.17 2.15 shall become effective upon the receipt by the Agent and the Co-Administrative Agent of an agreement a supplement or joinder in form and substance satisfactory to the Agent and the Co-Administrative Agent signed executed by the Company, and by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitment Commitments of such Lenders 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, together with a certificate of the Company signed by a Responsible Officer, in form and substance reasonably acceptable to the Administrative Agent, certifying that (x) at the time of, and immediately after giving effect to, any such proposed increase, no Default or Event of Default shall exist, (y) all representations and warranties of the Borrowers contained in Article V (but excluding the representation set forth in Section 5.05(b)) shall be true and correct in all material respects on and as of the date of increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and (z) since June 27, 2014, there has been no change which has had or could reasonably be expected to have a Material Adverse Effect, and such evidence of appropriate corporate authorization on the part of the Company with respect to the increase in the Commitment Increase and such opinions of counsel for the Company with respect to the increase in the Commitments as the Agent or the Co-Administrative Agent may reasonably request, if any.
(d) Upon the effectiveness acceptance of any such agreement by the Administrative Agent, each Additional Lender shall automatically be deemed a Commitment Increase Lender for all purposes hereunder, the Aggregate Commitments shall automatically be increased by the amount of the Commitments added through such agreement and Schedule 2.01 shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition of such Commitments.
(e) Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.172.15 that is not pro rata among all Lenders, (i) within five Business Days, in the case of any Base Rate Loans then outstanding, and at the end of the then current Interest Period with respect thereto, in the case of any Eurocurrency Rate Loans then outstanding, the Commitment amounts set forth on Schedule 2.01 Borrowers shall be deemed amendedprepay their respective Loans in their entirety and, reflecting to the increases of extent the Commitment of existing Company elects to do so and subject to the conditions specified in Article IV, the Borrowers shall reborrow Loans from the Lenders and in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the addition of the new Commitment of the Additional Lenders, if any. Concurrently with the effectiveness of Lenders in proportion to their respective Commitments after giving effect to such increase and any additional extension (ii) effective upon such increase, the amount of credit in connection therewith, the participations held by each Lender in each Letter of Credit then outstanding shall fund its Pro Rata Share of the outstanding Revolving Loansautomatically be adjusted such that, Swing Loans and overdue L/C Obligations relating to L/C Advances, if any, to the Co-Administrative Agent, so that after giving effect thereto to such adjustments, the Lenders shall hold participations in each Lender, including the Additional Lenders, if any, holds its Pro Rata Share such Letter of the outstanding Revolving Loans, Swing Loans and L/C Obligations relating Credit in proportion to each Loan to which it is a party, and the Company shall pay to each Lender all amounts due under Article IV hereof as a result of any prepayment of any outstanding Offshore Rate Loans resulting from any Lender’s funding of Loans previously funded by other Lenderstheir respective Commitments.
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Increase in Commitments; Additional Lenders. (a) The Company may, upon at least 10 Business Days’ notice to the Agent and the Co-Administrative (of which notice the Co-Administrative Agent shall promptly provide a copy to the Lenders); provided that the Company has not previously terminated all or any portion of the Commitment pursuant to Section 2.07 hereof; and provided, further, that before and after giving effect to the Commitment Increase (So long as defined below) no Event of Default has occurred and is continuing or would result therefromcontinuing, from time to time after the Closing Date, the Company may, upon at least 30 days’ written notice to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Commitment Aggregate Commitments by an amount not to exceed $100,000,000 over the Aggregate Commitment on the Restatement Date 500,000,000 (the amount of any such increase, the “Additional Commitment IncreaseAmount”), provided, however, that at no time shall the Aggregate Commitments exceed $1,500,000,000. Each Lender shall have the right for a period of 15 days following receipt of such notice, to be allocated among the Lenders in a manner mutually acceptable elect by written notice to the Company and the AgentAdministrative Agent to increase its Commitment by a principal amount up to its Pro Rata Share of the Additional Commitment Amount. Each requested No Lender (or any successor thereto) shall have any obligation to increase its Commitment Increase or its other obligations under this Agreement and the other Loan Documents, and any decision by a Lender to increase its Commitment shall be made in an aggregate minimum amount of $25,000,000 or its sole discretion independently from any multiple of $1,000,000 in excess thereof, and the Company other Lender. Any Lender that fails to respond to such notice shall not be permitted deemed to make more than one (1) request for a Commitment Increase during any fiscal year of the Companyhave declined to increase its Commitment.
(b) The Company, with the consent of the Agent and the Co-Administrative Agent (which If any Lender shall not be unreasonably withheld or delayed prior elect to increase its Commitment pursuant to subsection (a) of this Section 2.15, the occurrence and continuance of an Event of Default or an incipient Default), but without the consent of any other Lenders, Company may designate one or more other banks another bank or other financial institutions institution (which may be, but need not be, one or more of the existing Lenders; and for greater certainty, no existing Lender shall have any obligation to increase its applicable Commitment) which at the time agree agrees to, in the case of any such bank Person that is an existing Lender to Lender, increase its applicable Commitment and, and in the case of any other such bank or financial institution Person (each an “Additional Lender”), to become a party to this Agreement; provided, however, that any new bank or financial institution must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Commitment Commitments of the existing Lenders pursuant to this subsection (b) plus the Commitment Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment IncreaseAmount.
(c) An increase in the Commitment aggregate amount of the Commitments pursuant to this Section 2.17 2.15 shall become effective upon the receipt by the Agent and the Co-Administrative Agent of an agreement a supplement or joinder in form and substance satisfactory to the Agent and the Co-Administrative Agent signed executed by the Company, and by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitment Commitments of such Lenders 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, together with a certificate of the Company signed by a Responsible Officer, in form and substance reasonably acceptable to the Administrative Agent, certifying that (x) at the time of and immediately after giving effect to any such proposed increase, no Default or Event of Default shall exist, (y) all representations and warranties of the Borrowers contained in Article V (but excluding the representation set forth in Section 5.05(b)) shall be true and correct in all material respects on and as of the date of increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and (z) since June 29, 2012, there has been no change which has had or could reasonably be expected to have a Material Adverse Effect, and such evidence of appropriate corporate authorization on the part of the Company with respect to the increase in the Commitment Increase and such opinions of counsel for the Company with respect to the increase in the Commitments as the Agent or the Co-Administrative Agent may reasonably request, if any.
(d) Upon the effectiveness acceptance of any such agreement by the Administrative Agent, each Additional Lender shall automatically be deemed a Commitment Increase Lender for all purposes hereunder, the Aggregate Commitments shall automatically be increased by the amount of the Commitments added through such agreement and Schedule 2.01 shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition of such Commitments.
(e) Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.172.15 that is not pro rata among all Lenders, (i) within five Business Days, in the case of any Base Rate Loans then outstanding, and at the end of the then current Interest Period with respect thereto, in the case of any Eurocurrency Rate Loans then outstanding, the Commitment amounts set forth on Schedule 2.01 Borrowers shall be deemed amendedprepay their respective Loans in their entirety and, reflecting to the increases of extent the Commitment of existing Company elects to do so and subject to the conditions specified in Article IV, the Borrowers shall reborrow Loans from the Lenders and in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the addition of the new Commitment of the Additional Lenders, if any. Concurrently with the effectiveness of Lenders in proportion to their respective Commitments after giving effect to such increase and any additional extension (ii) effective upon such increase, the amount of credit in connection therewith, the participations held by each Lender in each Letter of Credit then outstanding shall fund its Pro Rata Share of the outstanding Revolving Loansautomatically be adjusted such that, Swing Loans and overdue L/C Obligations relating to L/C Advances, if any, to the Co-Administrative Agent, so that after giving effect thereto to such adjustments, the Lenders shall hold participations in each Lender, including the Additional Lenders, if any, holds its Pro Rata Share such Letter of the outstanding Revolving Loans, Swing Loans and L/C Obligations relating Credit in proportion to each Loan to which it is a party, and the Company shall pay to each Lender all amounts due under Article IV hereof as a result of any prepayment of any outstanding Offshore Rate Loans resulting from any Lender’s funding of Loans previously funded by other Lenderstheir respective Commitments.
Appears in 1 contract
Increase in Commitments; Additional Lenders. (a) The Company may, upon at least 10 Business Days’ notice to the Agent and the Co-Administrative (of which notice the Co-Administrative Agent shall promptly provide a copy to the Lenders); provided that the Company has not previously terminated all or any portion of the Commitment pursuant to Section 2.07 hereof; and provided, further, that before and after giving effect to the Commitment Increase (So long as defined below) no Event of Default has occurred and is continuing or would result therefromcontinuing, from time to time after the Closing Date, Borrower may, upon at least 30 days' written notice to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Commitment Aggregate Commitments by an amount not to exceed $100,000,000 over the Aggregate Commitment on the Restatement Date 250,000,000 (the amount of any such increase, the “"Additional Commitment Increase”Amount"), provided, however, that at no time shall the Aggregate Commitments exceed $750,000,000. Each Lender shall have the right for a period of 15 days following receipt of such notice, to be allocated among the Lenders in a manner mutually acceptable elect by written notice to the Company Borrower and the AgentAdministrative Agent to increase its Commitment by a principal amount equal to its Pro Rata Share of the Additional Commitment Amount. Each requested No Lender (or any successor thereto) shall have any obligation to increase its Commitment Increase or its other obligations under this Agreement and the other Loan Documents, and any decision by a Lender to increase its Commitment shall be made in an aggregate minimum amount of $25,000,000 or its sole discretion independently from any multiple of $1,000,000 in excess thereof, and the Company other Lender. Any Lender that fails to respond to such notice shall not be permitted deemed to make more than one (1) request for a Commitment Increase during any fiscal year of the Companyhave declined to increase its Commitment.
(b) The Company, with the consent of the Agent and the Co-Administrative Agent (which If any Lender shall not be unreasonably withheld or delayed prior elect to increase its Commitment pursuant to subsection (a) of this Section 2.17, the occurrence and continuance of an Event of Default or an incipient Default), but without the consent of any other Lenders, Borrower may designate one or more other banks another bank or other financial institutions institution (which may be, but need not be, one or more of the existing Lenders; and for greater certainty, no existing Lender shall have any obligation to increase its applicable Commitment) which at the time agree agrees to, in the case of any such bank Person that is an existing Lender to Lender, increase its applicable Commitment and, and in the case of any other such bank or financial institution Person (each an “"Additional Lender”"), to become a party to this Agreement; provided, however, that any new bank or financial institution must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Commitment Commitments of the existing Lenders pursuant to this subsection (b) plus the Commitment Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment IncreaseAmount.
(c) An increase in the Commitment aggregate amount of the Commitments pursuant to this Section 2.17 shall become effective upon the receipt by the Agent and the Co-Administrative Agent of an agreement a supplement or joinder in form and substance satisfactory to the Agent and the Co-Administrative Agent signed executed by the CompanyBorrower, and by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitment Commitments of such Lenders 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, together with Notes evidencing such increase in the Commitments, and such evidence of appropriate corporate authorization on the part of the Company Borrower with respect to the Commitment Increase increase in the Commitments and such opinions of counsel for the Borrower with respect to the increase in the Commitments as the Agent or the Co-Administrative Agent may reasonably request, if any.
(d) Upon the effectiveness acceptance of any such agreement by the Administrative Agent, each Additional Lender shall automatically be deemed a Commitment Increase Lender for all purposes hereunder, the Aggregate Commitments shall automatically be increased by the amount of the Commitments added through such agreement and Schedule 2.01 shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition of such Commitments.
(e) Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.172.17 that is not pro rata among all Lenders, (x) within five Business Days, in the case of any Base Rate Loans then outstanding, and at the end of the then current Interest Period with respect thereto, in the case of any Eurodollar Rate Loans then outstanding, the Commitment amounts set forth on Schedule 2.01 Borrower shall be deemed amendedprepay such Loans in their entirety and, reflecting to the increases of extent the Commitment of existing Borrower elects to do so and subject to the conditions specified in Article IV, the Borrower shall reborrow Loans from the Lenders and in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the addition of the new Commitment of the Additional Lenders, if any. Concurrently with the effectiveness of Lenders in proportion to their respective Commitments after giving effect to such increase and any additional extension (y) effective upon such increase, the amount of credit in connection therewith, the participations held by each Lender in each Letter of Credit then outstanding shall fund its Pro Rata Share of the outstanding Revolving Loansautomatically be adjusted such that, Swing Loans and overdue L/C Obligations relating to L/C Advances, if any, to the Co-Administrative Agent, so that after giving effect thereto to such adjustments, the Lenders shall hold participations in each Lender, including the Additional Lenders, if any, holds its Pro Rata Share such Letter of the outstanding Revolving Loans, Swing Loans and L/C Obligations relating Credit in proportion to each Loan to which it is a party, and the Company shall pay to each Lender all amounts due under Article IV hereof as a result of any prepayment of any outstanding Offshore Rate Loans resulting from any Lender’s funding of Loans previously funded by other Lenderstheir respective Commitments.
Appears in 1 contract
Increase in Commitments; Additional Lenders. (a) The Subsequent to the Effective Date, and so long as no Default then exists or would result therefrom and the representations and warranties of the Borrowers contained herein are true and correct at such time, the Company may, upon at least 10 Business Days30 days’ notice to the Agent and the Co-Administrative (of which notice the Co-Administrative Agent (which shall promptly provide a copy of such notice to the Lenders); provided that the Company has not previously terminated all or any portion of the Commitment pursuant to Section 2.07 hereof; and provided, further, that before and after giving effect to the Commitment Increase (as defined below) no Event of Default has occurred and is continuing or would result therefrom, propose to increase the Commitment by aggregate amount of the Commitments in an aggregate amount not of up to exceed $100,000,000 over the Aggregate Commitment on the Restatement Date 2,000,000,000 (the amount of any such increase, the “Commitment IncreaseIncreased Commitments”). Each Lender party to this Agreement at such time shall have the right (but no obligation), for a period of 15 days following receipt of such notice, to be allocated among the Lenders in a manner mutually acceptable elect by notice to the Company and the Agent. Each requested Administrative Agent to increase its Commitment Increase shall be in an aggregate minimum amount of $25,000,000 or any multiple of $1,000,000 in excess thereof, and the Company shall not be permitted to make more than one (1) request for a Commitment Increase during any fiscal year of the Companyhereunder.
(b) The Company, with the consent of the Agent and the Co-Administrative Agent (which If any Lender party to this Agreement shall not be unreasonably withheld or delayed prior elect to increase its Commitment pursuant to subsection (a) of this Section, the occurrence and continuance of an Event of Default or an incipient Default), but without the consent of any other Lenders, Company may designate one or more other banks another bank or other financial institutions lenders (which may be, but need not be, one or more of the existing Lenders; and for greater certainty, no existing Lender shall have any obligation to increase its applicable Commitment) which at the time agree to (i) in the case of any such bank lender that is an existing Lender to Lender, increase its applicable Commitment and, and (ii) in the case of any other such bank or financial institution lender (each an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitment Commitments of the existing Lenders pursuant to this subsection (b) plus the Commitment Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Commitment IncreaseIncreased Commitments.
(c) An increase in the Commitment aggregate amount of the Commitments pursuant to this Section 2.17 shall become effective upon the receipt by the Agent and the Co-Administrative Agent of (i) an agreement in form and substance satisfactory to the Agent and the Co-Administrative Agent signed by the CompanyBorrowers, by each Additional Lender and Lender, by each other Lender whose Commitment is to be increasedincreased and by each Issuing Lender whose consent is required pursuant to Section 2.15(j), setting forth the new Commitment Commitments of such Lenders 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, together with such (ii) evidence of appropriate corporate and regulatory authorization on the part of the Company Borrowers with respect to the Commitment Increase Increased Commitments, and (iii) such opinions of counsel for the Borrowers with respect to the Increased Commitments as the Agent or the Co-Administrative Agent may reasonably request, if any.
(d) . Upon any increase in the effectiveness aggregate amount of a Commitment Increase the Commitments pursuant to this Section 2.17, (i) the Commitment amounts set forth on Schedule 2.01 respective Letter of Credit Liabilities and Swingline Exposures of the Lenders shall be deemed amended, reflecting the increases redetermined as of the Commitment of existing Lenders and the addition of the new Commitment of the Additional Lenders, if any. Concurrently with the effectiveness effective date of such increase and (ii) within five Domestic Business Days, in the case of any additional extension Group of credit in connection therewithBase Rate Loans then outstanding, each Lender shall fund its Pro Rata Share and at the end of the outstanding Revolving Loansthen current Interest Period with respect thereto, Swing in the case of any Group of SOFR Loans and overdue L/C Obligations relating to L/C Advancesthen outstanding, if anythe Borrower shall prepay such Group of Loans in its entirety and, to the Co-extent the Borrower elects to do so and subject to the conditions specified in Article 3, the Borrower shall reborrow Revolving Credit Loans from the Lenders in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Revolving Credit Loans are held by the Lenders in such proportion. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section, (i) the respective Sublimits of the Borrowers shall be increased by an equal aggregate amount as the Company may direct by notice to the Administrative Agent, so that after giving effect thereto each Lendersubject to the limitations set forth in Section 2.08(a), including and (ii) the Additional Lenders, if any, holds its Pro Rata Share amount of the outstanding Revolving Loans, Swing Loans and L/C Obligations relating to Maximum Sublimit of each Loan to which it is Borrower shall increase ratably on a party, and percentage basis by the Company shall pay to each Lender all amounts due under Article IV hereof same percentage as a result of any prepayment of any outstanding Offshore Rate Loans resulting from any Lender’s funding of Loans previously funded by other Lendersthe Commitments are increased.
Appears in 1 contract
Increase in Commitments; Additional Lenders. (a) The Company may, upon at least 10 Business Days’ notice to the Agent and the Co-Administrative (of which notice the Co-Administrative Agent shall promptly provide a copy to the Lenders); provided that the Company has not previously terminated all So long as no Default or any portion of the Commitment pursuant to Section 2.07 hereof; and provided, further, that before and after giving effect to the Commitment Increase (as defined below) no Event of Default has occurred and is continuing or would result therefromcontinuing, on not more than four occasions after the Closing Date and on each occasion for an amount not less than $10,000,000, the Borrower may, upon at least five (5) Business Days prior written notice to the Administrative Agent (which shall promptly provide a copy of such notice to each Lender), propose to increase the Commitment Revolving Credit Commitments by an aggregate amount for all such occasions not to exceed $100,000,000 over the Aggregate Commitment on the Restatement Date (the amount of any such increase, the “Additional Commitment IncreaseAmount”), . No Lender (or any successor thereto) shall have any obligation to be allocated among the Lenders in a manner mutually acceptable to the Company increase its Revolving Credit Commitment or its other obligations under this Agreement and the Agent. Each requested other Loan Documents, and any decision by a Lender to increase its Revolving Credit Commitment Increase shall be made in an aggregate minimum amount of $25,000,000 or its sole discretion independently from any multiple of $1,000,000 in excess thereof, and the Company shall not be permitted to make more than one (1) request for a Commitment Increase during any fiscal year of the Companyother Lender.
(b) The Company, with In any such notice given by the consent of the Agent and the Co-Administrative Agent (which shall not be unreasonably withheld or delayed prior Borrower pursuant to the occurrence and continuance of an Event of Default or an incipient DefaultSection 2.19(a), but without the consent of any other Lenders, may Borrower shall designate one or more other banks or other financial institutions (which may be, but need not be, one or more of the existing Lenders; and for greater certainty, no existing Lender shall have any obligation to increase its applicable Commitment) which at the time agree to, in the case of any such bank Person that is an existing Lender to Lender, increase its applicable Commitment andRevolving Credit Commitment, and in the case of any other such bank or financial institution Person (each an “Additional Lender”), to become a party to this Agreement; provided, however, that any prospective Additional Lender must be acceptable to the Administrative Agent and the Issuing Lender as determined by each of them acting in good faith. The sum of the increases in the Commitment Revolving Credit Commitments of the existing Lenders pursuant to this subsection paragraph (b) plus the Commitment Revolving Credit Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment IncreaseAmount.
(c) An increase in the Commitment aggregate amount of the Revolving Credit Commitments pursuant to this Section 2.17 2.19 shall become effective upon the receipt by the Agent and the Co-Administrative Agent of an agreement a supplement or joinder in form and substance reasonably satisfactory to the Agent and the Co-Administrative Agent signed executed by the CompanyBorrower, by each Additional Lender and by each other Lender whose Revolving Credit Commitment is to be increased, setting forth the new Commitment Revolving Credit Commitments of such Lenders 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, together with such Notes as may be requested by any existing Lenders or Additional Lenders to evidence any increased or new Revolving Credit Commitments, and such evidence of appropriate corporate organizational authorization on the part of the Company Borrower and such opinions of counsel for the Borrower with respect to the Commitment Increase increase in the Revolving Credit Commitments as the Agent or the Co-Administrative Agent may reasonably request, if any.
(d) Upon the effectiveness acceptance of a Commitment Increase any such supplement or joinder by the Administrative Agent, Schedule 1.1(a) shall automatically be deemed amended to reflect the Revolving Credit Commitments of all Lenders after giving effect to any Additional Lenders and any additions and increases in the Revolving Credit Commitments. The Administrative Agent may, on behalf of the existing Lenders not increasing their respective Revolving Credit Commitments and without further consent or authorization, enter into any such joinder or supplement or amendments to any other Loan Documents for purposes of giving effect to such additional and increased Revolving Credit Commitments.
(e) Upon any increase in the aggregate amount of the Revolving Credit Commitments pursuant to this Section 2.172.19 that is not pro rata among all existing Lenders, (x) the Borrower shall prepay all outstanding Revolving Credit Borrowings in their entirety and, to the extent the Borrower elects to do so and subject to the conditions specified in Section 5.2, the Commitment amounts set forth on Schedule 2.01 Borrower shall be deemed amendedreborrow Revolving Credit Loans from the Lenders (including any Additional Lenders) in proportion to their respective Revolving Credit Commitments after giving effect to such increase, reflecting and (y) effective upon such increase, the increases amount of the Commitment of existing Lenders and the addition of the new Commitment of the Additional Lenders, if any. Concurrently with the effectiveness of such increase and any additional extension of credit in connection therewith, participations held by each Lender shall fund its Pro Rata Share in each Letter of the outstanding Revolving Loans, Swing Loans Credit and overdue all L/C Obligations relating then outstanding shall be adjusted automatically such that, after giving effect to such adjustments, the Lenders (including any Additional Lenders) shall hold participations in each such Letter of Credit and all L/C Advances, if any, Obligations in proportion to the Co-Administrative Agent, so that their respective Revolving Credit Commitments after giving effect thereto each Lender, including to such increase. In connection with any prepayment of Revolving Credit Borrowings pursuant to this Section 2.19(e) on the Additional Lenders, if any, holds its Pro Rata Share effective date of an increase of the Revolving Credit Commitments, the Borrower shall pay all accrued and unpaid interest, fees, and Letter of Credit commissions in respect of such Revolving Credit Borrowings prepaid or deemed prepaid pursuant to this Section 2.19(e) and any outstanding Revolving Loans, Swing Loans Letters of Credit and L/C Obligations relating for which participations therein are deemed adjusted pursuant to each Loan to which it is a partythis Section 2.19(e), and the Company shall pay to each Lender all together with any amounts due under Article IV hereof as a result pursuant to Section 2.16 in respect of any prepayment of any outstanding Offshore Rate Loans resulting from any Lender’s funding of Loans previously funded by other Lenderssuch prepayment.
Appears in 1 contract
Increase in Commitments; Additional Lenders. (a) The Company From time to time after the Restatement Date, the Administrative Borrower may, upon at least 10 Business Days30 days’ written notice to the Agent and the Co-Administrative (of which notice the Co-Administrative Agent (who shall promptly provide a copy of such notice to the Lenderseach Lender); provided that the Company has not previously terminated all or any portion of the Commitment pursuant to Section 2.07 hereof; and provided, further, that before and after giving effect to the Commitment Increase (as defined below) no Event of Default has occurred and is continuing or would result therefrom, propose to increase the Commitment Revolving Commitments in minimum increments of $10,000,000 and by an amount not to exceed $100,000,000 over 50,000,000 in the Aggregate Commitment on the Restatement Date aggregate (the amount of any such increase, the “Additional Commitment IncreaseAmount”). Each Lender shall have the right for a period of 15 days following receipt of such notice, to be allocated among the Lenders in a manner mutually acceptable elect by written notice to the Company Administrative Borrower and the AgentAdministrative Agent to increase its Revolving Commitment by a principal amount equal to its Pro Rata Share of the Additional Commitment Amount. Each requested No Lender (or any successor thereto) shall have any obligation to increase its Revolving Commitment Increase or its other obligations under this Agreement and the other Loan Documents, and any decision by a Lender to increase its Revolving Commitment shall be made in an aggregate minimum amount of $25,000,000 or its sole discretion independently from any multiple of $1,000,000 in excess thereof, and the Company shall not be permitted to make more than one (1) request for a Commitment Increase during any fiscal year of the Companyother Lender.
(b) The Company, with the consent of the Agent and the Co-Administrative Agent (which If any Lender shall not be unreasonably withheld or delayed prior elect to the occurrence and continuance of an Event of Default or an incipient Defaultincrease its Revolving Commitment pursuant to Section 2.21(a), but without the consent of any other Lenders, Administrative Borrower may designate one or more other banks another bank or other financial institutions institution (which may be, but need not be, one or more of the existing Lenders; and for greater certainty, no existing Lender shall have any obligation to increase its applicable Commitment) which at the time agree agrees to, in the case of any such bank Person that is an existing Lender to Lender, increase its applicable Revolving Commitment and, and in the case of any other such bank or financial institution Person (each an “Additional Lender”), to become a party to this Agreement; provided, however, that any new bank or financial institution must be reasonably acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Commitment Revolving Commitments of the existing Lenders pursuant to this subsection (bSection 2.21(b) plus the Commitment Revolving Commitments of the Additional Lenders shall not in the aggregate exceed the amount of the Commitment Increase$50 million.
(c) An increase in the Commitment aggregate amount of the Revolving Commitments pursuant to this Section 2.17 2.21 shall become effective upon the receipt by the Agent and the Co-Administrative Agent of an agreement (i) a supplement or joinder in form and substance satisfactory to the Agent and the Co-Administrative Agent signed executed by the CompanyAdministrative Borrower, by each Additional Lender and by each other Lender whose Revolving Commitment is to be increased, setting forth the new Commitment Revolving Commitments of such Lenders 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, together hereof and (ii) an Officer’s Certificate from the Administrative Borrower confirming compliance with such evidence of appropriate corporate authorization on the part of the Company with respect to the Commitment Increase as the Agent or the Co-Administrative Agent may reasonably request, if anyconditions precedent set forth in Sections 4.02(b) and (c).
(d) Upon the effectiveness acceptance of a Commitment Increase any such supplement or joinder by the Administrative Agent, the aggregate amount of the Revolving Commitments shall automatically be increased by the amount of the Revolving Commitments added through such supplement or joinder and Annex II shall automatically be deemed amended to reflect the Revolving Commitments of all Lenders after giving effect to the addition of such Revolving Commitments.
(e) Upon any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.172.21 that is not pro rata among all Lenders, (x) within five Business Days, in the case of any ABR Loans then outstanding, and at the end of the then current Interest Period with respect thereto, in the case of any Eurodollar Loans then outstanding, the Commitment amounts set forth on Schedule 2.01 Borrowers shall be deemed amendedto have prepaid such Loans in their entirety and shall be deemed to have reborrowed Loans from the Lenders in proportion to their respective Revolving Commitments after giving effect to such increase, reflecting until such time as all outstanding Loans are held by the increases Lenders in proportion to their respective Commitments after giving effect to such increase, (y) pending the consummation of the Commitment of existing Lenders payment and the addition of the new Commitment of the Additional Lenders, if any. Concurrently with the effectiveness of such increase and any additional extension of credit in connection therewithreborrowing, each Lender shall fund its Pro Rata Share be deemed to have purchased a participation in the other Lenders’ Revolving Commitments so that each Lender’s Revolving Exposure is in proportion to their respect Revolving Commitments and (z) effective upon such increase, the amount of the participations held by each Lender in each Letter of Credit then outstanding Revolving Loansshall be adjusted automatically such that, Swing Loans and overdue L/C Obligations relating to L/C Advances, if any, to the Co-Administrative Agent, so that after giving effect thereto to such adjustments, the Lenders shall hold participations in each Lender, including the Additional Lenders, if any, holds its Pro Rata Share such Letter of the outstanding Credit in proportion to their respective Revolving Loans, Swing Loans and L/C Obligations relating to each Loan to which it is a party, and the Company shall pay to each Lender all amounts due under Article IV hereof as a result of any prepayment of any outstanding Offshore Rate Loans resulting from any Lender’s funding of Loans previously funded by other LendersCommitments.
Appears in 1 contract
Samples: Credit Agreement (Massey Energy Co)
Increase in Commitments; Additional Lenders. (a) The Company may, upon at least 10 Business Days’ notice to the Agent and the Co-Administrative (of which notice the Co-Administrative Agent shall promptly provide a copy to the Lenders); provided that the Company has not previously terminated all or any portion of the Commitment pursuant to Section 2.07 hereof; and provided, further, that before and after giving effect to the Commitment Increase (So long as defined below) no Event of Default has occurred and is continuing or would result therefromcontinuing, from time to time after the Closing Date, the Borrower may, upon at least 30 days’ written notice to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Commitment Aggregate Commitments by an amount not to exceed $100,000,000 over the Aggregate Commitment on the Restatement Date 550,000,000 (the amount of any such increase, the “Additional Commitment IncreaseAmount”), provided, however, that at no time shall the Aggregate Commitments exceed $1,850,000,000. Each Lender shall have the right for a period of 15 days following receipt of such notice, to be allocated among the Lenders in a manner mutually acceptable elect by written notice to the Company Borrower and the AgentAdministrative Agent to increase its Commitment by a principal amount up to its Pro Rata Share of the Additional Commitment Amount. Each requested No Lender (or any successor thereto) shall have any obligation to increase its Commitment Increase or its other obligations under this Agreement and the other Loan Documents, and any decision by a Lender to increase its Commitment shall be made in an aggregate minimum amount of $25,000,000 or its sole discretion independently from any multiple of $1,000,000 in excess thereof, and the Company other Lender. Any Lender that fails to respond to such notice shall not be permitted deemed to make more than one (1) request for a Commitment Increase during any fiscal year of the Companyhave declined to increase its Commitment.
(b) The Company, with the consent of the Agent and the Co-Administrative Agent (which If any Lender shall not be unreasonably withheld or delayed prior elect to increase its Commitment pursuant to subsection (a) of this Section 2.15, the occurrence and continuance of an Event of Default or an incipient Default), but without the consent of any other Lenders, Borrower may designate one or more other banks another bank or other financial institutions institution (which may be, but need not be, one or more of the existing Lenders; and for greater certainty, no existing Lender shall have any obligation to increase its applicable Commitment) which at the time agree agrees to, in the case of any such bank Person that is an existing Lender to Lender, increase its applicable Commitment and, and in the case of any other such bank or financial institution Person (each an “Additional Lender”), to become a party to this Agreement; provided, however, that any new bank or financial institution must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Commitment Commitments of the existing Lenders pursuant to this subsection (b) plus the Commitment Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment IncreaseAmount.
(c) An increase in the Commitment aggregate amount of the Commitments pursuant to this Section 2.17 2.15 shall become effective upon the receipt by the Agent and the Co-Administrative Agent of an agreement a supplement or joinder in form and substance satisfactory to the Agent and the Co-Administrative Agent signed executed by the CompanyBorrower, and by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitment Commitments of such Lenders 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, together with a certificate of the Borrower signed by a Responsible Officer of the Borrower, in form and substance reasonably acceptable to the Administrative Agent, certifying that (x) at the time of, and immediately after giving effect to, any such proposed increase, no Default or Event of Default shall exist, (y) all representations and warranties of the Borrower contained in Article V (but excluding the representation set forth in Section 5.05(b)) shall be true and correct in all material respects on and as of the date of increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and (z) since October 31, 2016, there has been no change which has had or could reasonably be expected to have a Material Adverse Effect, and such evidence of appropriate corporate authorization on the part of the Company Borrower with respect to the increase in the Commitment Increase and such opinions of counsel for the Borrower with respect to the increase in the Commitments as the Agent or the Co-Administrative Agent may reasonably request, if any.
(d) Upon the effectiveness acceptance of any such agreement by the Administrative Agent, each Additional Lender shall automatically be deemed a Commitment Increase Lender for all purposes hereunder, the Aggregate Commitments shall automatically be increased by the amount of the Commitments added through such agreement and Schedule 2.01 shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition of such Commitments.
(e) Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.172.15 that is not pro rata among all Lenders, (i) within five Business Days, in the case of any Base Rate Loans or RFR Loan then outstanding, and at the end of the then current Interest Period with respect thereto, in the case of any SOFR Loans or Eurocurrency Rate Loans then outstanding, the Commitment amounts set forth on Schedule 2.01 Borrower shall be deemed amendedprepay its Loans in their entirety and, reflecting to the increases of extent the Commitment of existing Borrower elects to do so and subject to the conditions specified in Article IV, the Borrower shall reborrow Loans from the Lenders and in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the addition of the new Commitment of the Additional Lenders, if any. Concurrently with the effectiveness of Lenders in proportion to their respective Commitments after giving effect to such increase and any additional extension (ii) effective upon such increase, the amount of credit in connection therewith, the participations held by each Lender in each Letter of Credit then outstanding shall fund its Pro Rata Share of the outstanding Revolving Loansautomatically be adjusted such that, Swing Loans and overdue L/C Obligations relating to L/C Advances, if any, to the Co-Administrative Agent, so that after giving effect thereto to such adjustments, the Lenders shall hold participations in each Lender, including the Additional Lenders, if any, holds its Pro Rata Share such Letter of the outstanding Revolving Loans, Swing Loans and L/C Obligations relating Credit in proportion to each Loan to which it is a party, and the Company shall pay to each Lender all amounts due under Article IV hereof as a result of any prepayment of any outstanding Offshore Rate Loans resulting from any Lender’s funding of Loans previously funded by other Lenderstheir respective Commitments.
Appears in 1 contract
Increase in Commitments; Additional Lenders. (a) The Company may, upon at least 10 Business Days’ notice to the Agent and the Co-Administrative (of which notice the Co-Administrative Agent shall promptly provide a copy to the Lenders); provided that the Company has not previously terminated all or any portion of the Commitment pursuant to Section 2.07 hereof; and provided, further, that before and after giving effect to the Commitment Increase (So long as defined below) no Event of Default has occurred and is continuing or would result therefromcontinuing, from time to time after the Closing Date, the Borrower may, upon at least 30 days’ written notice to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Commitment Aggregate Commitments by an amount not to exceed $100,000,000 over the Aggregate Commitment on the Restatement Date 350,000,000 (the amount of any such increase, the “Additional Commitment IncreaseAmount”), provided, however, that at no time shall the Aggregate Commitments exceed $1,650,000,000. Each Lender shall have the right for a period of 15 days following receipt of such notice, to be allocated among the Lenders in a manner mutually acceptable elect by written notice to the Company Borrower and the AgentAdministrative Agent to increase its Commitment by a principal amount up to its Pro Rata Share of the Additional Commitment Amount. Each requested No Lender (or any successor thereto) shall have any obligation to increase its Commitment Increase or its other obligations under this Agreement and the other Loan Documents, and any decision by a Lender to increase its Commitment shall be made in an aggregate minimum amount of $25,000,000 or its sole discretion independently from any multiple of $1,000,000 in excess thereof, and the Company other Lender. Any Lender that fails to respond to such notice shall not be permitted deemed to make more than one (1) request for a Commitment Increase during any fiscal year of the Companyhave declined to increase its Commitment.
(b) The Company, with the consent of the Agent and the Co-Administrative Agent (which If any Lender shall not be unreasonably withheld or delayed prior elect to increase its Commitment pursuant to subsection (a) of this Section 2.15, the occurrence and continuance of an Event of Default or an incipient Default), but without the consent of any other Lenders, Borrower may designate one or more other banks another bank or other financial institutions institution (which may be, but need not be, one or more of the existing Lenders; and for greater certainty, no existing Lender shall have any obligation to increase its applicable Commitment) which at the time agree agrees to, in the case of any such bank Person that is an existing Lender to Lender, increase its applicable Commitment and, and in the case of any other such bank or financial institution Person (each an “Additional Lender”), to become a party to this Agreement; provided, however, that any new bank or financial institution must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Commitment Commitments of the existing Lenders pursuant to this subsection (b) plus the Commitment Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment IncreaseAmount.
(c) An increase in the Commitment aggregate amount of the Commitments pursuant to this Section 2.17 2.15 shall become effective upon the receipt by the Agent and the Co-Administrative Agent of an agreement a supplement or joinder in form and substance satisfactory to the Agent and the Co-Administrative Agent signed executed by the CompanyBorrower, and by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitment Commitments of such Lenders 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, together with a certificate of the Borrower signed by a Responsible Officer of the Borrower, in form and substance reasonably acceptable to the Administrative Agent, certifying that (x) at the time of, and immediately after giving effect to, any such proposed increase, no Default or Event of Default shall exist, (y) all representations and warranties of the Borrower contained in Article V (but excluding the representation set forth in Section 5.05(b)) shall be true and correct in all material respects on and as of the date of increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and (z) since October 31, 2016, there has been no change which has had or could reasonably be expected to have a Material Adverse Effect, and such evidence of appropriate corporate authorization on the part of the Company Borrower with respect to the increase in the Commitment Increase and such opinions of counsel for the Borrower with respect to the increase in the Commitments as the Agent or the Co-Administrative Agent may reasonably request, if any.
(d) Upon the effectiveness acceptance of any such agreement by the Administrative Agent, each Additional Lender shall automatically be deemed a Commitment Increase Lender for all purposes hereunder, the Aggregate Commitments shall automatically be increased by the amount of the Commitments added -55- through such agreement and Schedule 2.01 shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition of such Commitments.
(e) Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.172.15 that is not pro rata among all Lenders, (i) within five Business Days, in the case of any Base Rate Loans then outstanding, and at the end of the then current Interest Period with respect thereto, in the case of any Eurocurrency Rate Loans then outstanding, the Commitment amounts set forth on Schedule 2.01 Borrower shall be deemed amendedprepay its Loans in their entirety and, reflecting to the increases of extent the Commitment of existing Borrower elects to do so and subject to the conditions specified in Article IV, the Borrower shall reborrow Loans from the Lenders and in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the addition of the new Commitment of the Additional Lenders, if any. Concurrently with the effectiveness of Lenders in proportion to their respective Commitments after giving effect to such increase and any additional extension (ii) effective upon such increase, the amount of credit in connection therewith, the participations held by each Lender in each Letter of Credit then outstanding shall fund its Pro Rata Share of the outstanding Revolving Loansautomatically be adjusted such that, Swing Loans and overdue L/C Obligations relating to L/C Advances, if any, to the Co-Administrative Agent, so that after giving effect thereto to such adjustments, the Lenders shall hold participations in each Lender, including the Additional Lenders, if any, holds its Pro Rata Share such Letter of the outstanding Revolving Loans, Swing Loans and L/C Obligations relating Credit in proportion to each Loan to which it is a party, and the Company shall pay to each Lender all amounts due under Article IV hereof as a result of any prepayment of any outstanding Offshore Rate Loans resulting from any Lender’s funding of Loans previously funded by other Lenderstheir respective Commitments.
Appears in 1 contract
Increase in Commitments; Additional Lenders. (a) The Company may, upon at least 10 Business Days’ ' notice to the Administrative Agent and the Co-Administrative (of which notice the Co-Administrative Agent shall promptly provide a copy to the Lenders); provided that the Company has not previously terminated all or any portion of the Commitment Commitments pursuant to Section 2.07 hereof; and provided, further, that before and after giving effect to the Commitment Increase (as defined below) no Event of Default has occurred and is continuing or would result therefrom, propose to increase the Commitment by an amount not to exceed $100,000,000 over the Aggregate Commitment on the Restatement Date Commitments (the aggregate amount of any such increase, the “"Commitment Increase”"), to be allocated among the Lenders in a manner mutually acceptable to the Company and the Administrative Agent. Each requested Commitment Increase shall be in an aggregate minimum amount of $25,000,000 or any multiple of $1,000,000 in excess thereof, and ; provided that (i) the Company shall not be permitted to make more than one (1) request for a Commitment Increase during any fiscal year of the CompanyCompany and (ii) the aggregate amount of all such increases shall not exceed $150,000,000.
(b) The Company, with the consent of the Agent and the Co-Administrative Agent (which shall not be unreasonably withheld or delayed prior to the occurrence and continuance of an Event of Default or an incipient a Default), but without the consent of any other Lenders, may designate one or more other banks or other financial institutions (which may be, but need not be, one or more of the existing Lenders; and for greater certainty, no existing Lender shall have any obligation to increase its applicable Commitment) which at the time agree in the case of any such bank or financial institution that is an existing Lender to increase its applicable Commitment and, in the case of any other such bank or financial institution (each an “"Additional Lender”"), to become a party to this Agreement. The sum of the increases in the Commitment Commitments of the existing Lenders pursuant to this subsection (b) plus the Commitment Commitments of the Additional Lenders shall not in the aggregate exceed the amount of the Commitment Increase.
(c) An increase in the Commitment Commitments pursuant to this Section 2.17 shall become effective upon the receipt by the Agent and the Co-Administrative Agent of an agreement in form and substance satisfactory to the Agent and the Co-Administrative Agent signed by the Company, by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitment Commitments of such Lenders 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, together with such evidence of appropriate corporate authorization on the part of the Company with respect to the Commitment Increase as the Agent or the Co-Administrative Agent may reasonably request, if any.
(d) Upon the effectiveness of a Commitment Increase pursuant to this Section 2.17, the Commitment amounts set forth on Schedule 2.01 shall be deemed amended, reflecting the increases of the Commitment Commitments of existing Lenders and the addition of the new Commitment Commitments of the Additional Lenders, if any. Concurrently with the effectiveness of such increase and any additional extension of credit in connection therewith, each Lender shall fund its Pro Rata Share of the outstanding Revolving Loans, Swing Loans and overdue L/C Obligations relating to L/C Advances, if any, to the Co-Administrative Agent, so that after giving effect thereto each Lender, including the Additional Lenders, if any, holds its Pro Rata Share of the outstanding Revolving Loans, Swing Loans and L/C Obligations relating to each Loan to which it is a party, and the Company shall pay to each Lender all amounts due under Article IV hereof as a result of any prepayment of any outstanding Offshore Rate Loans resulting from any Lender’s funding of Loans previously funded by other Lenders.Additional
Appears in 1 contract
Samples: Credit Agreement (Regis Corp)
Increase in Commitments; Additional Lenders. (a) The Company may, upon at least 10 Business Days’ notice to the Agent and the Co-Administrative (of which notice the Co-Administrative Agent shall promptly provide a copy to the Lenders); provided that the Company has not previously terminated all or any portion of the Commitment pursuant to Section 2.07 hereof; and provided, further, that before and after giving effect to the Commitment Increase (So long as defined below) no Event of Default has occurred and is continuing or would result therefromcontinuing, from time to time after the Closing Date, the Company may, upon at least 30 days’ written notice to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Commitment Aggregate Commitments by an amount not to exceed $100,000,000 over the Aggregate Commitment on the Restatement Date 500,000,000 (the amount of any such increase, the “Additional Commitment IncreaseAmount”), provided, however, that at no time shall the Aggregate Commitments exceed $1,250,000,000. Each Lender shall have the right for a period of 15 days following receipt of such notice, to be allocated among the Lenders in a manner mutually acceptable elect by written notice to the Company and the AgentAdministrative Agent to increase its Commitment by a principal amount up to its Pro Rata Share of the Additional Commitment Amount. Each requested No Lender (or any successor thereto) shall have any obligation to increase its Commitment Increase or its other obligations under this Agreement and the other Loan Documents, and any decision by a Lender to increase its Commitment shall be made in an aggregate minimum amount of $25,000,000 or its sole discretion independently from any multiple of $1,000,000 in excess thereof, and the Company other Lender. Any Lender that fails to respond to such notice shall not be permitted deemed to make more than one (1) request for a Commitment Increase during any fiscal year of the Companyhave declined to increase its Commitment.
(b) The Company, with the consent of the Agent and the Co-Administrative Agent (which If any Lender shall not be unreasonably withheld or delayed prior elect to increase its Commitment pursuant to subsection (a) of this Section 2.15, the occurrence and continuance of an Event of Default or an incipient Default), but without the consent of any other Lenders, Company may designate one or more other banks another bank or other financial institutions institution (which may be, but need not be, one or more of the existing Lenders; and for greater certainty, no existing Lender shall have any obligation to increase its applicable Commitment) which at the time agree agrees to, in the case of any such bank Person that is an existing Lender to Lender, increase its applicable Commitment and, and in the case of any other such bank or financial institution Person (each an “Additional Lender”), to become a party to this Agreement; provided, however, that any new bank or financial institution must be acceptable to the Administrative Agent, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Commitment Commitments of the existing Lenders pursuant to this subsection (b) plus the Commitment Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment IncreaseAmount.
(c) An increase in the Commitment aggregate amount of the Commitments pursuant to this Section 2.17 2.15 shall become effective upon the receipt by the Agent and the Co-Administrative Agent of an agreement a supplement or joinder in form and substance satisfactory to the Agent and the Co-Administrative Agent signed executed by the Company, and by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitment Commitments of such Lenders 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, together with and such evidence of appropriate corporate authorization on the part of the Company with respect to the Commitment Increase increase in the Commitments and such opinions of counsel for the Company with respect to the increase in the Commitments as the Agent or the Co-Administrative Agent may reasonably request, if any.
(d) Upon the effectiveness acceptance of any such agreement by the Administrative Agent, each Additional Lender shall automatically be deemed a Commitment Increase Lender for all purposes hereunder, the Aggregate Commitments shall automatically be increased by the amount of the Commitments added through such agreement and Schedule 2.01 shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition of such Commitments.
(e) Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.172.15 that is not pro rata among all Lenders, (i) within five Business Days, in the case of any Base Rate Loans then outstanding, and at the end of the then current Interest Period with respect thereto, in the case of any Eurocurrency Rate Loans then outstanding, the Commitment amounts set forth on Schedule 2.01 Borrowers shall be deemed amendedprepay their respective Loans in their entirety and, reflecting to the increases of extent the Commitment of existing Company elects to do so and subject to the conditions specified in Article IV, the Borrowers shall reborrow Loans from the Lenders and in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the addition of the new Commitment of the Additional Lenders, if any. Concurrently with the effectiveness of Lenders in proportion to their respective Commitments after giving effect to such increase and any additional extension (ii) effective upon such increase, the amount of credit in connection therewith, the participations held by each Lender in each Letter of Credit then outstanding shall fund its Pro Rata Share of the outstanding Revolving Loansautomatically be adjusted such that, Swing Loans and overdue L/C Obligations relating to L/C Advances, if any, to the Co-Administrative Agent, so that after giving effect thereto to such adjustments, the Lenders shall hold participations in each Lender, including the Additional Lenders, if any, holds its Pro Rata Share such Letter of the outstanding Revolving Loans, Swing Loans and L/C Obligations relating Credit in proportion to each Loan to which it is a party, and the Company shall pay to each Lender all amounts due under Article IV hereof as a result of any prepayment of any outstanding Offshore Rate Loans resulting from any Lender’s funding of Loans previously funded by other Lenderstheir respective Commitments.
Appears in 1 contract
Increase in Commitments; Additional Lenders. (a) The Company may, upon at least 10 Business Days’ notice to the Administrative Agent and the Co-Administrative (of which notice the Co-Administrative Agent shall promptly provide a copy to the Lenders), propose to increase the Commitments (which increase may take the form of new revolving or term loan tranches that rank pari passu with all other Obligations); provided that the Company has not previously terminated all or any portion of the Commitment Commitments pursuant to Section 2.07 hereof; and provided, further, that before and after giving effect to the applicable Commitment Increase (as defined below) (i) no Default or Event of Default has occurred and is continuing or would result therefrom, propose to therefrom and (ii) no such Commitment Increase shall increase the Offshore Currency Loan Sublimit or the amount of the Swing Line Commitment by an amount not to exceed $100,000,000 over or the Aggregate L/C Commitment on the Restatement Date (the aggregate amount of any such increase, the “Commitment Increase”), to be allocated among the Lenders in a manner mutually acceptable to the Company and the Administrative Agent. Each requested Commitment Increase shall be in an aggregate minimum amount of $25,000,000 or any multiple of $1,000,000 in excess thereof, and ; provided that (i) the Company shall not be permitted to make more than one (1) request for a Commitment Increase during any fiscal year of the CompanyCompany and (ii) the aggregate amount of all such increases shall not exceed $200,000,000.
(b) The CompanyCompany will first solicit a requested Commitment Increase, through the Arrangers, from the existing Lenders and, if the aggregate amount of increases in the Commitments offered by the existing Lenders is less than such requested Commitment Increase (it being understood and agreed that no existing Lender shall have any obligation to increase its Commitment), the Company may, with the consent of the Agent and the Co-Administrative Agent (which shall not be unreasonably withheld or delayed prior to the occurrence and continuance of an Event of Default or an incipient a Default), but without the consent of any other Lendersexisting Lender, may designate one or more other banks or other financial institutions (which may be, but need not be, one or more of the existing Lenders; and for greater certainty, no existing Lender shall have any obligation to increase its applicable Commitment) which at the time agree in the case of any such bank that is an existing Lender to increase its applicable Commitment and, in the case of any other such bank or financial institution (each an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitment Commitments of the existing Lenders pursuant to this subsection (b) plus the Commitment Commitments of the Additional Lenders shall not in the aggregate exceed the amount of the requested Commitment Increase.
(c) An increase in the Commitment Commitments pursuant to this Section 2.17 shall become effective upon the receipt by the Agent and the Co-Administrative Agent of an agreement in form and substance satisfactory to the Agent and the Co-Administrative Agent signed by the Company, by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitment Commitments of such Lenders 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, together with such evidence of appropriate corporate authorization on the part of the Company with respect to the Commitment Increase as the Agent or the Co-Administrative Agent may reasonably request, if any. In addition, to the extent that the increase of the Commitments shall take the form of a term loan tranche, this Agreement shall be amended, in form and substance reasonably satisfactory to the Company, the Administrative Agent and each existing Lender and/or Additional Lender providing such term loan tranche, to include such procedural terms as are customary for a term loan facility and such economic terms, including pricing, fees, original issue discount, amortization and premiums as the Company and each existing Lender and/or Additional Lender providing such term loans shall agree; provided that (i) the final maturity of any new term loan tranche shall be no earlier than the Termination Date and (ii) the weighted average life to maturity thereof shall be no shorter than the weighted average life of any existing term loans then outstanding under this Agreement.
(d) Upon the effectiveness of a Commitment Increase pursuant to this Section 2.17, the Commitment amounts set forth on Schedule 2.01 shall be deemed amended, reflecting the increases of the Commitment Commitments of existing Lenders and the addition of the new Commitment Commitments of the Additional Lenders, if any. Concurrently with the effectiveness of such increase , and any additional extension of credit funding pursuant thereto shall occur as set forth in connection therewith, each Lender shall fund its Pro Rata Share of the outstanding Revolving Loans, Swing Loans and overdue L/C Obligations relating agreement referred to L/C Advances, if any, to in the Co-Administrative Agent, so that after giving effect thereto each Lender, including the Additional Lenders, if any, holds its Pro Rata Share of the outstanding Revolving Loans, Swing Loans and L/C Obligations relating to each Loan to which it is a party, and the Company shall pay to each Lender all amounts due under Article IV hereof as a result of any prepayment of any outstanding Offshore Rate Loans resulting from any Lender’s funding of Loans previously funded by other Lendersforegoing subsection (b).
Appears in 1 contract
Samples: Credit Agreement (Regis Corp)
Increase in Commitments; Additional Lenders. (a) The Company Borrower may, upon at least 10 Business Days’ 30 days' notice to the Agent and the Co-Administrative (of which notice the Co-Administrative Agent (which shall promptly provide a copy of such notice to the Lenders); , and provided that (x) the Company Borrower has not previously terminated all or any portion of the Commitment Revolving Credit Commitments pursuant to Section 2.07 1.12 hereof; , (y) the Administrative Agent consents to such increase and provided, further, that before and after giving effect to the Commitment Increase (as defined belowz) no Default or Event of Default has occurred and is continuing or would result therefromexists, propose to increase the Commitment by aggregate amount of the Revolving Credit Commitments to an amount not to exceed $100,000,000 over the Aggregate Commitment on the Restatement Date 200,000,000 (the amount of any such increase, the “"Commitment Increase”"). Each Lender party to this Agreement at such time shall have the right (but no obligation), for a period of 15 days following its receipt of such notice from the Administrative Agent, to be allocated among the Lenders in a manner mutually acceptable elect by notice to the Company Borrower and the AgentAdministrative Agent to increase its Revolving Credit Commitment by its Percentage of the Commitment Increase. Each requested Commitment Increase Any Lender which does not respond to such notice within such 15 day period shall be in an aggregate minimum amount of $25,000,000 or any multiple of $1,000,000 in excess thereof, and the Company shall deemed to have elected not be permitted to make more than one (1) request for a Commitment Increase during any fiscal year of the Companyincrease its Revolving Credit Commitment.
(b) The CompanyIf any Lender party to this Agreement shall not elect to increase its Revolving Credit Commitment by the full amount permitted by subsection (a) of this Section, the Borrower with the consent of the Agent and the Co-Administrative Agent (which shall not be unreasonably withheld or delayed prior to the occurrence and continuance of an Event of Default or an incipient Default), but without the consent of any other Lenders, may designate one or more other banks or other financial institutions (which may be, but need not be, one or more of the existing Lenders; and for greater certainty, no existing Lender shall have any obligation to increase its applicable Commitment) which at the time agree agree, in the case of any such bank that is an existing Lender Lender, to increase its applicable Revolving Credit Commitment and, in the case of any other such bank or financial institution (each an “"Additional Lender”"), to become a party to this Agreement. The sum of the increases in the Commitment Revolving Credit Commitments of the existing Lenders pursuant to this subsection (b) plus the Commitment Revolving Credit Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Commitment Increase.
(c) An increase in the Commitment aggregate amount of the Revolving Credit Commitments pursuant to this Section 2.17 1.15 shall become effective upon the receipt by the Agent and the Co-Administrative Agent of an agreement in the form and substance satisfactory to the Agent and the Co-Administrative Agent of Exhibit I hereto signed by the CompanyBorrower, by each Additional Lender and by each other Lender whose Revolving Credit Commitment is to be increased, setting forth the new Commitment Revolving Credit Commitments of such Lenders 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, together with such evidence of appropriate corporate authorization on the part of the Company Borrower, if any, with respect to the Commitment Increase as the Agent or the Co-Administrative Agent may reasonably request, if any.
(d) Upon the effectiveness of a Commitment Increase any increase in the aggregate amount of the Revolving Credit Commitments pursuant to this Section 2.171.15, the Commitment amounts set forth on Schedule 2.01 1 shall be deemed amended, amended reflecting the increases of the Commitment Revolving Credit Commitments of existing Lenders and the addition of the new Commitment Revolving Credit Commitments of the Additional Lenders, Lenders (if any). Concurrently with the effectiveness of such increase and any additional extension of credit in connection therewithincrease, each Lender shall fund its Pro Rata Share pro rata share of the outstanding Revolving Loans, Swing Loans and overdue L/C Obligations unpaid reimbursement obligations relating to L/C AdvancesLetters of Credit, if any, to the Co-Administrative Agent, Agent so that after giving effect thereto each Lender, including the Additional Lenders, Lenders (if any), holds its Pro Rata Share a pro rata share of the outstanding Revolving Loans, Swing Loans and L/C Obligations obligations relating to each Loan to which it is a party, Letters of Credit and the Company Borrower shall pay to each Lender all amounts due under Article IV Section 1.11 hereof as a result of any prepayment of any outstanding Offshore Rate Eurodollar Loans resulting from any Lender’s 's funding of Revolving Loans previously funded by other Lenders.
3.4. The following definitions in Section 5.1 of the Credit Agreement shall be and hereby are amended and restated in their entirety to read as follows:
Appears in 1 contract
Samples: Credit Agreement (Plexus Corp)
Increase in Commitments; Additional Lenders. (a) The Company may, upon at least 10 Business Days’ notice to the Agent and the Co-Administrative (of which notice the Co-Administrative Agent shall promptly provide a copy to the Lenders); provided that the Company has not previously terminated all or any portion of the Commitment pursuant to Section 2.07 hereof; and provided, further, that before and after giving effect to the Commitment Increase (So long as defined below) no Event of Default has occurred and is continuing or would result therefromcontinuing, from time to time after the Closing Date, the Company may, by written notice to the Administrative Agent, propose to increase the Commitment Aggregate Commitments by an amount not to exceed $100,000,000 over the Aggregate Commitment on the Restatement Date 1,000,000,000 (the amount of any such increase, the “Additional Commitment IncreaseAmount”), provided, however, that at no time shall the Aggregate Commitments exceed $3,000,000,000. No Lender (or any successor thereto) shall have any obligation to be allocated among the Lenders in a manner mutually acceptable to the Company increase its Commitment or its other obligations under this Agreement and the Agent. Each requested other Loan Documents, and any decision by a Lender to increase its Commitment Increase shall be made in an aggregate minimum amount of $25,000,000 or its sole discretion independently from any multiple of $1,000,000 in excess thereof, and the other Lender. The Company shall not be permitted have no obligation to make more than one (1) request for a Commitment Increase during offer the right to participate in such increase to any fiscal year or all of the Companyexisting Lenders. Any Lender that fails to respond to such notice shall be deemed to have declined to increase its Commitment.
(b) The CompanyIn addition, with the consent of the Agent and the Co-Administrative Agent (which shall not be unreasonably withheld or delayed prior to the occurrence and continuance of an Event of Default or an incipient Default), but without the consent of any other Lenders, Company may designate one or more other banks another bank or other financial institutions institution (which may be, but need not be, one or more of the existing Lenders; and for greater certainty, no existing Lender shall have any obligation to increase its applicable Commitment) which at the time agree agrees to, in the case of any such bank Person that is an existing Lender to Lender, increase its applicable Commitment and, and in the case of any other such bank or financial institution Person (each an “Additional Lender”), to become a party to this Agreement; provided, however, that any new bank or financial institution must be acceptable to the Administrative Agent (in its capacity as Administrative Agent) and each LC Issuer (in its capacity as LC Issuer), which acceptance will not be unreasonably withheld, conditioned or delayed. The sum of the increases in the Commitment Commitments of the existing Lenders pursuant to this subsection (b) plus the Commitment Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment IncreaseAmount.
(c) An increase in the Commitment aggregate amount of the Commitments pursuant to this Section 2.17 2.15 shall become effective upon the receipt by the Agent and the Co-Administrative Agent of an agreement a customary supplement or joinder in form and substance reasonably satisfactory to the Agent and the Co-Administrative Agent signed (in its capacity as Administrative Agent) executed by the Company, and by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitment Commitments of such Lenders 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, together with a certificate of the Company signed by a Responsible Officer, in form and substance reasonably acceptable to the Administrative Agent, certifying that (x) at the time of, and immediately after giving effect to, any such proposed increase, no Default or Event of Default shall exist, (y) all representations and warranties of the Borrowers contained in Article V (but excluding the representation set forth in Section 5.05(b)) shall be true and correct in all material respects on and as of the date of increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and (z) since June 29, 2018, there has been no change which has had or would reasonably be expected to have a Material Adverse Effect, and such evidence of appropriate corporate authorization on the part of the Company with respect to the increase in the Commitment Increase and such customary opinions of counsel for the Company with respect to the increase in the Commitments as the Agent or the Co-Administrative Agent may reasonably request, if any.
(d) Upon the effectiveness acceptance of any such agreement by the Administrative Agent, each Additional Lender shall automatically be deemed a Commitment Increase Lender for all purposes hereunder, the Aggregate Commitments shall automatically be increased by the amount of the Commitments added through such agreement and Schedule 2.01 shall automatically be deemed amended to reflect the Commitments of all Lenders after giving effect to the addition of such Commitments.
(e) Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.172.15 that is not pro rata among all Lenders, (i) within five Business Days, in the case of any Base Rate Loans then outstanding, and at the end of the then current Interest Period with respect thereto, in the case of any Eurocurrency Rate Loans then outstanding, the Commitment amounts set forth on Schedule 2.01 Borrowers shall be deemed amendedprepay their respective Loans in their entirety and, reflecting to the increases of extent the Commitment of existing Company elects to do so and subject to the conditions specified in Article IV, the Borrowers shall reborrow Loans from the Lenders and in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the addition of the new Commitment of the Additional Lenders, if any. Concurrently with the effectiveness of Lenders in proportion to their respective Commitments after giving effect to such increase and any additional extension (ii) effective upon such increase, the amount of credit in connection therewith, the participations held by each Lender in each Letter of Credit then outstanding shall fund its Pro Rata Share of the outstanding Revolving Loansautomatically be adjusted such that, Swing Loans and overdue L/C Obligations relating to L/C Advances, if any, to the Co-Administrative Agent, so that after giving effect thereto to such adjustments, the Lenders shall hold participations in each Lender, including the Additional Lenders, if any, holds its Pro Rata Share such Letter of the outstanding Revolving Loans, Swing Loans and L/C Obligations relating Credit in proportion to each Loan to which it is a party, and the Company shall pay to each Lender all amounts due under Article IV hereof as a result of any prepayment of any outstanding Offshore Rate Loans resulting from any Lender’s funding of Loans previously funded by other Lenderstheir respective Commitments.
Appears in 1 contract
Samples: Revolving Credit Agreement (L3harris Technologies, Inc. /De/)
Increase in Commitments; Additional Lenders. (a) The Subsequent to the Initial Effective Date, and so long as no Default then exists or would result therefrom and the representations and warranties of the Borrowers contained herein are true and correct at such time, the Company may, upon at least 10 Business Days30 days’ notice to the Agent and the Co-Administrative (of which notice the Co-Administrative Agent (which shall promptly provide a copy of such notice to the Lenders); provided that the Company has not previously terminated all or any portion of the Commitment pursuant to Section 2.07 hereof; and provided, further, that before and after giving effect to the Commitment Increase (as defined below) no Event of Default has occurred and is continuing or would result therefrom, propose to increase the Commitment by aggregate amount of the Commitments in an aggregate amount not of up to exceed $100,000,000 over the Aggregate Commitment on the Restatement Date 2,000,000,0001,500,000,000 (the amount of any such increase, the “Commitment IncreaseIncreased Commitments”). Each Lender party to this Agreement at such time shall have the right (but no obligation), for a period of 15 days following receipt of such notice, to be allocated among the Lenders in a manner mutually acceptable elect by notice to the Company and the Agent. Each requested Administrative Agent to increase its Commitment Increase shall be in an aggregate minimum amount of $25,000,000 or any multiple of $1,000,000 in excess thereof, and the Company shall not be permitted to make more than one (1) request for a Commitment Increase during any fiscal year of the Companyhereunder.
(b) The Company, with the consent of the Agent and the Co-Administrative Agent (which If any Lender party to this Agreement shall not be unreasonably withheld or delayed prior elect to increase its Commitment pursuant to subsection (a) of this Section, the occurrence and continuance of an Event of Default or an incipient Default), but without the consent of any other Lenders, Company may designate one or more other banks another bank or other financial institutions lenders (which may be, but need not be, one or more of the existing Lenders; and for greater certainty, no existing Lender shall have any obligation to increase its applicable Commitment) which at the time agree to (i) in the case of any such bank lender that is an existing Lender to Lender, increase its applicable Commitment and, and (ii) in the case of any other such bank or financial institution lender (each an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitment Commitments of the existing Lenders pursuant to this subsection (b) plus the Commitment Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Commitment IncreaseIncreased Commitments.
(ce) An increase in the Commitment aggregate amount of the Commitments pursuant to this Section 2.17 shall become effective upon the receipt by the Agent and the Co-Administrative Agent of an agreement in form and substance satisfactory to the Agent and the Co-Administrative Agent signed by the CompanyBorrowers, by each Additional Lender and Lender, by each other Lender whose Commitment is to be increasedincreased and by each Issuing Lender whose consent is required pursuant to Section 2.15(j), setting forth the new Commitment Commitments of such Lenders 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, together with such evidence of appropriate corporate authorization on the part of the Company Borrowers with respect to the Commitment Increase Increased Commitments and such opinions of counsel for the Borrowers with respect to the Increased Commitments as the Agent or the Co-Administrative Agent may reasonably request, if any.
(d) . Upon any increase in the effectiveness aggregate amount of a Commitment Increase the Commitments pursuant to this Section 2.17, (i) the Commitment amounts set forth on Schedule 2.01 respective Letter of Credit Liabilities and Swingline Exposures of the Lenders shall be deemed amended, reflecting the increases redetermined as of the Commitment of existing Lenders and the addition of the new Commitment of the Additional Lenders, if any. Concurrently with the effectiveness effective date of such increase and (ii) within five Domestic Business Days, in the case of any additional extension Group of credit in connection therewithBase Rate Loans then outstanding, each Lender shall fund its Pro Rata Share and at the end of the outstanding Revolving Loansthen current Interest Period with respect thereto, Swing in the case of any Group of Euro-Dollar Loans and overdue L/C Obligations relating to L/C Advancesthen outstanding, if anythe Borrower shall prepay such Group of Loans in its entirety and, to the Co-extent the Borrower elects to do so and subject to the conditions specified in Article 3, the Borrower shall reborrow Revolving Credit Loans from the Lenders in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Revolving Credit Loans are held by the Lenders in such proportion. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section, (i) the respective Sublimits of the Borrowers shall be increased by an equal aggregate amount as the Company may direct by notice to the Administrative Agent, so that after giving effect thereto each Lender, including subject to the Additional Lenders, if any, holds its Pro Rata Share limitations set forth in Section 2.08(a) and (ii) the amount of the outstanding Revolving Loans, Swing Loans and L/C Obligations relating to Maximum Sublimit of each Loan to which it is Borrower shall increase ratably on a party, and percentage basis by the Company shall pay to each Lender all amounts due under Article IV hereof same percentage as a result of any prepayment of any outstanding Offshore Rate Loans resulting from any Lender’s funding of Loans previously funded by other Lendersthe Commitments are increased.
Appears in 1 contract
Samples: Credit Agreement Amendment (Duke Energy Carolinas, LLC)
Increase in Commitments; Additional Lenders. (a) The Company Borrower may, upon at least 10 Business Days30 days’ notice to the Agent and the Co-Administrative (of which notice the Co-Administrative Agent (which shall promptly provide a copy of such notice to the Lenders); , and provided that (x) the Company Borrower has not previously terminated all or any portion of the Commitment Revolving Credit Commitments pursuant to Section 2.07 1.12 hereof; , (y) the Administrative Agent consents to such increase and provided, further, that before and after giving effect to the Commitment Increase (as defined belowz) no Default or Event of Default has occurred and is continuing or would result therefromexists, propose to increase the Commitment by aggregate amount of the Revolving Credit Commitments to an amount not to exceed $100,000,000 over the Aggregate Commitment on the Restatement Date 200,000,000 (the amount of any such increase, the “Commitment Increase”), to be allocated among the Lenders in a manner mutually acceptable to the Company and the Agent. Each requested provided that any such Commitment Increase shall be in an aggregate a minimum amount of at least $25,000,000 or any multiple 25,000,000. Each Lender party to this Agreement at such time shall have the right (but no obligation), for a period of $1,000,000 in excess thereof15 days following its receipt of such notice from the Administrative Agent, to elect by notice to the Borrower and the Company shall not be permitted Administrative Agent to make more than one (1) request for a increase its Revolving Credit Commitment Increase during any fiscal year by its Percentage of the CompanyCommitment Increase. Any Lender which does not respond to such notice within such 15 day period shall be deemed to have elected not to increase its Revolving Credit Commitment.
(b) The CompanyIf any Lender party to this Agreement shall not elect to increase its Revolving Credit Commitment by the full amount permitted by subsection (a) of this Section, the Borrower with the consent of the Agent Administrative Agent, Swing Lender and the Co-Administrative Agent (which shall not be unreasonably withheld or delayed prior to the occurrence and continuance of an Event of Default or an incipient Default), but without the consent of any other Lenders, L/C Issuer may designate one or more other banks or other financial institutions (which may be, but need not be, one or more of the existing Lenders; and for greater certainty, no existing Lender shall have any obligation to increase its applicable Commitment) which at the time agree agree, in the case of any such bank that is an existing Lender Lender, to increase its applicable Revolving Credit Commitment and, in the case of any other such bank or financial institution (each an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitment Revolving Credit Commitments of the existing Lenders pursuant to this subsection (b) plus the Commitment Revolving Credit Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Commitment Increase.
(c) An increase in the Commitment aggregate amount of the Revolving Credit Commitments pursuant to this Section 2.17 1.15 shall become effective upon the receipt by the Agent and the Co-Administrative Agent of an agreement in the form and substance satisfactory to the Agent and the Co-Administrative Agent of Exhibit G hereto signed by the CompanyBorrower, by each Additional Lender and by each other Lender whose Revolving Credit Commitment is to be increased, setting forth the new Commitment Revolving Credit Commitments of such Lenders 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, together with such evidence of appropriate corporate authorization on the part of the Company Borrower, if any, with respect to the Commitment Increase as the Agent or the Co-Administrative Agent may reasonably request, if any.
(d) Upon the effectiveness of a Commitment Increase any increase in the aggregate amount of the Revolving Credit Commitments pursuant to this Section 2.171.15, the Commitment amounts set forth on Schedule 2.01 1 shall be deemed amended, amended reflecting the increases of the Commitment Revolving Credit Commitments of existing Lenders and the addition of the new Commitment Revolving Credit Commitments of the Additional Lenders, Lenders (if any). Concurrently with the effectiveness of such increase and any additional extension of credit in connection therewithincrease, each Lender shall fund its Pro Rata Share pro rata share of the outstanding Revolving Loans, Swing Loans and overdue L/C Obligations unpaid reimbursement obligations relating to L/C AdvancesLetters of Credit, if any, to the Co-Administrative Agent, Agent so that after giving effect thereto each Lender, including the Additional Lenders, Lenders (if any), holds its Pro Rata Share a pro rata share of the outstanding Revolving Loans, Swing Loans and L/C Obligations obligations relating to each Loan to which it is a party, Letters of Credit and the Company Borrower shall pay to each Lender all amounts due under Article IV Section 1.11 hereof as a result of any prepayment of any outstanding Offshore Rate Eurodollar Loans resulting from any Lender’s funding of Revolving Loans previously funded by other Lenders.
(e) The Borrower shall pay all reasonable out-of-pocket expenses of the Administrative Agent in connection with any such Commitment Increase or proposed Commitment Increase.
Appears in 1 contract
Samples: Credit Agreement (Plexus Corp)
Increase in Commitments; Additional Lenders. (a) The Company may, upon at least 10 Business Days’ notice to the Administrative Agent and the Co-Administrative (of which notice the Co-Administrative Agent shall promptly provide a copy to the Lenders), propose to increase the Commitments; provided that the Company has not previously terminated all or any portion of the Commitment Commitments pursuant to Section 2.07 hereof; and provided, further, that before and after giving effect to the applicable Commitment Increase (as defined below) (i) no Event of Default has occurred and is continuing or would result therefrom, propose to therefrom and (ii) no such Commitment Increase shall increase the Offshore Currency Loan Sublimit or the amount of the Swing Line Commitment by an amount not to exceed $100,000,000 over or the Aggregate L/C Commitment on the Restatement Date (the aggregate amount of any such increase, the “Commitment Increase”), to be allocated among the Lenders in a manner mutually acceptable to the Company and the Administrative Agent. Each requested Commitment Increase shall be in an aggregate minimum amount of $25,000,000 or any multiple of $1,000,000 in excess thereof, and ; provided that (i) the Company shall not be permitted to make more than one (1) request for a Commitment Increase during any fiscal year of the CompanyCompany and (ii) the aggregate amount of all such increases shall not exceed $200,000,000.
(b) The Company, with the consent of the Agent and the Co-Administrative Agent (which shall not be unreasonably withheld or delayed prior to the occurrence and continuance of an Event of Default or an incipient a Default), but without the consent of any other Lenders, may designate one or more other banks or other financial institutions (which may be, but need not be, one or more of the existing Lenders; and for greater certainty, no existing Lender shall have any obligation to increase its applicable Commitment) which at the time agree in the case of any such bank or financial institution that is an existing Lender to increase its applicable Commitment and, in the case of any other such bank or financial institution (each an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitment Commitments of the existing Lenders pursuant to this subsection (b) plus the Commitment Commitments of the Additional Lenders shall not in the aggregate exceed the amount of the Commitment Increase.
(c) An increase in the Commitment Commitments pursuant to this Section 2.17 shall become effective upon the receipt by the Agent and the Co-Administrative Agent of an agreement in form and substance satisfactory to the Agent and the Co-Administrative Agent signed by the Company, by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitment Commitments of such Lenders 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, together with such evidence of appropriate corporate authorization on the part of the Company with respect to the Commitment Increase as the Agent or the Co-Administrative Agent may reasonably request, if any.
(d) Upon the effectiveness of a Commitment Increase pursuant to this Section 2.17, the Commitment amounts set forth on Schedule 2.01 shall be deemed amended, reflecting the increases of the Commitment Commitments of existing Lenders and the addition of the new Commitment Commitments of the Additional Lenders, if any. Concurrently with the effectiveness of such increase and any additional extension of credit in connection therewith, each Lender shall fund its Pro Rata Share of the outstanding Revolving Loans, Swing Loans and overdue L/C Obligations relating to L/C Advances, if any, to the Co-Administrative Agent, so that after giving effect thereto each Lender, including the Additional Lenders, if any, holds its Pro Rata Share of the outstanding Revolving Loans, Swing Loans and L/C Obligations relating to each Loan to which it is a party, and the Company shall pay to each Lender all amounts due under Article IV hereof as a result of any prepayment of any outstanding Offshore Rate Loans resulting from any Lender’s funding of Loans previously funded by other Lenders.
Appears in 1 contract
Samples: Credit Agreement (Regis Corp)
Increase in Commitments; Additional Lenders. (a) The Subsequent to the Initial Effective Date, and so long as no Default then exists or would result therefrom and the representations and warranties of the Borrowers contained herein are true and correct at such time, the Company may, upon at least 10 Business Days30 days’ notice to the Agent and the Co-Administrative (of which notice the Co-Administrative Agent (which shall promptly provide a copy of such notice to the Lenders); provided that the Company has not previously terminated all or any portion of the Commitment pursuant to Section 2.07 hereof; and provided, further, that before and after giving effect to the Commitment Increase (as defined below) no Event of Default has occurred and is continuing or would result therefrom, propose to increase the Commitment by aggregate amount of the Commitments in an aggregate amount not of up to exceed $100,000,000 over the Aggregate Commitment on the Restatement Date 2,000,000,000 (the amount of any such increase, the “Commitment IncreaseIncreased Commitments”). Each Lender party to this Agreement at such time shall have the right (but no obligation), for a period of 15 days following receipt of such notice, to be allocated among the Lenders in a manner mutually acceptable elect by notice to the Company and the Agent. Each requested Administrative Agent to increase its Commitment Increase shall be in an aggregate minimum amount of $25,000,000 or any multiple of $1,000,000 in excess thereof, and the Company shall not be permitted to make more than one (1) request for a Commitment Increase during any fiscal year of the Companyhereunder.
(b) The Company, with the consent of the Agent and the Co-Administrative Agent (which If any Lender party to this Agreement shall not be unreasonably withheld or delayed prior elect to increase its Commitment pursuant to subsection (a) of this Section, the occurrence and continuance of an Event of Default or an incipient Default), but without the consent of any other Lenders, Company may designate one or more other banks another bank or other financial institutions lenders (which may be, but need not be, one or more of the existing Lenders; and for greater certainty, no existing Lender shall have any obligation to increase its applicable Commitment) which at the time agree to (i) in the case of any such bank lender that is an existing Lender to Lender, increase its applicable Commitment and, and (ii) in the case of any other such bank or financial institution lender (each an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitment Commitments of the existing Lenders pursuant to this subsection (b) plus the Commitment Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Commitment IncreaseIncreased Commitments.
(c) An increase in the Commitment aggregate amount of the Commitments pursuant to this Section 2.17 shall become effective upon the receipt by the Agent and the Co-Administrative Agent of an agreement in form and substance satisfactory to the Agent and the Co-Administrative Agent signed by the CompanyBorrowers, by each Additional Lender and Lender, by each other Lender whose Commitment is to be increasedincreased and by each Issuing Lender whose consent is required pursuant to Section 2.15(j), setting forth the new Commitment Commitments of such Lenders 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, together with such evidence of appropriate corporate authorization on the part of the Company Borrowers with respect to the Commitment Increase Increased Commitments and such opinions of counsel for the Borrowers with respect to the Increased Commitments as the Agent or the Co-Administrative Agent may reasonably request, if any.
(d) . Upon any increase in the effectiveness aggregate amount of a Commitment Increase the Commitments pursuant to this Section 2.17, (i) the Commitment amounts set forth on Schedule 2.01 respective Letter of Credit Liabilities and Swingline Exposures of the Lenders shall be deemed amended, reflecting the increases redetermined as of the Commitment of existing Lenders and the addition of the new Commitment of the Additional Lenders, if any. Concurrently with the effectiveness effective date of such increase and (ii) within five Domestic Business Days, in the case of any additional extension Group of credit in connection therewithBase Rate Loans then outstanding, each Lender shall fund its Pro Rata Share and at the end of the outstanding Revolving Loansthen current Interest Period with respect thereto, Swing in the case of any Group of Euro-Dollar Loans and overdue L/C Obligations relating to L/C Advancesthen outstanding, if anythe Borrower shall prepay such Group of Loans in its entirety and, to the Co-extent the Borrower elects to do so and subject to the conditions specified in Article 3, the Borrower shall reborrow Revolving Credit Loans from the Lenders in proportion to their respective Commitments after giving effect to such increase, until such time as all outstanding Revolving Credit Loans are held by the Lenders in such proportion. In connection with any increase in the aggregate amount of the Commitments pursuant to this Section, (i) the respective Sublimits of the Borrowers shall be increased by an equal aggregate amount as the Company may direct by notice to the Administrative Agent, so that after giving effect thereto each Lender, including subject to the Additional Lenders, if any, holds its Pro Rata Share limitations set forth in Section 2.08(a) and (ii) the amount of the outstanding Revolving Loans, Swing Loans and L/C Obligations relating to Maximum Sublimit of each Loan to which it is Borrower shall increase ratably on a party, and percentage basis by the Company shall pay to each Lender all amounts due under Article IV hereof same percentage as a result of any prepayment of any outstanding Offshore Rate Loans resulting from any Lender’s funding of Loans previously funded by other Lendersthe Commitments are increased.
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