Increase in Commitments. (a) The Borrower may by written notice to the Administrative Agent elect to seek commitments (“Additional Commitments”) to increase the Commitments; provided that: (i) the aggregate amount of all Additional Commitments shall not exceed $200,000,000; (ii) any such increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i); (iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and (iv) no existing Lender shall be required to provide any Additional Commitments. (b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01. (c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14. (d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 2 contracts
Samples: Revolving Credit Agreement (MSCI Inc.), Revolving Credit Agreement (MSCI Inc.)
Increase in Commitments. (a) The No more than two times after the Closing Date but prior to the Termination Date, the Borrower may shall have the right, at any time and from time to time, by written notice to and in consultation with the Administrative Agent elect Agent, to seek commitments request an increase in the aggregate Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional CommitmentsLender”) to increase the Commitments), or a combination thereof; provided that:
that (i) any such request for a Commitment Increase shall be in a minimum amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof, (ii) immediately after giving effect to any Commitment Increase, (y) the aggregate amount of all Additional Commitments shall not exceed $200,000,000;
50,000,000 and (iiz) any such increase the aggregate of all Commitment Increases effected after the Closing Date shall be in an aggregate amount of not exceed $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
20,000,000, and (iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required obligated to provide increase its Commitment as a result of any Additional Commitmentsrequest for a Commitment Increase by the Borrower unless it agrees in its sole discretion to do so.
(b) Each such notice Additional Lender must qualify as an Eligible Assignee (the approval of which by the Administrative Agent shall specify (xnot be unreasonably withheld or delayed) the date (each, an “Additional Commitments Effective Date”) on which and the Borrower proposes that the and each Additional Commitments Lender shall be effective, which shall be execute a date reasonably acceptable to Lender Joinder Agreement together with all such other documentation as the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments may reasonably require, all in form and the portion of the Additional Commitment substance reasonably satisfactory to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect evidence the provisions Commitment of such Additional Lender and its status as a Lender hereunder.
(c) If the aggregate Commitments are increased in accordance with this Section 2.142.20, the Administrative Agent and the Borrower shall determine the effective date (the “Commitment Increase Date,” which shall be a Business Day not less than thirty (30) days prior to the Termination Date) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Commitment Increase Date. The Administrative Agent is hereby authorized, on behalf of the Lenders, to enter into any amendments to this Agreement and the other Credit Documents as the Administrative Agent shall reasonably deem appropriate to effect such Commitment Increase.
(d) This Notwithstanding anything set forth in this Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 2.20 to the contrary., no increase in the aggregate Commitments pursuant to this Section 2.20 shall be effective unless:
Appears in 2 contracts
Samples: Credit Agreement (Selective Insurance Group Inc), Credit Agreement (Selective Insurance Group Inc)
Increase in Commitments. (a) The Borrower Howmet may from time to time, by written notice to the Administrative Agent elect Agent, executed by Howmet and one or more financial institutions (any such financial institution referred to seek commitments in this Section being called a “Prospective Lender”), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (“Additional Commitments”or cause Commitments to be extended by the Prospective Lenders, as the case may be) to increase the Commitmentsin an amount for each Prospective Lender set forth in such notice; provided that:
provided, however, that (i) the amount of any such increase in the Commitments shall be no less than $25,000,000, (ii) the sum of the aggregate amount of all Additional increases in Commitments under this Section 2.20, during the term of this Agreement, shall not exceed $200,000,000;
500,000,000, (iii) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (iv) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases in Commitments and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereto, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01(a) shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01(a) shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless (i) the Administrative Agent shall have received (A) a written opinion reasonably satisfactory to the Administrative Agent and the Lenders of Delaware counsel, as Counsel of Howmet, addressed to the Administrative Agent and the Lenders and (B) documents consistent with those delivered under paragraph (a) of Section 4.04 as to the corporate power and authority of Howmet to borrow hereunder after giving effect to such increase and (ii) on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.02 shall be satisfied (with all references in an aggregate amount such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of $10,000,000 Howmet. Following any increase of a Lender’s Commitment or any whole multiple extension of $500,000 in excess thereofa new Commitment pursuant to this paragraph, any Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interest Periods applicable thereto, and shall then be repaid or refinanced with new Loans made pursuant to Section 2.01; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under notwithstanding anything to the limit contrary in this Agreement, the conditions to borrowing set forth in the preceding clause (i);
(iii) the Additional Commitments Section 4.02 shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior not apply to such new Loans to the Additional Commitments Effective Date; provided extent they are in a principal amount not greater than that (x) of the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior Loans being refinanced. Notwithstanding anything to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (contrary in such capacitythis Agreement, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01Prospective Lender.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 2 contracts
Samples: Credit Agreement (Howmet Aerospace Inc.), Revolving Credit Agreement (Howmet Aerospace Inc.)
Increase in Commitments. (a) The Borrower may Borrower, by written notice to the Administrative Agent elect to seek commitments (“Additional Commitments”) to increase Agent, may request that the CommitmentsClass A Commitments be increased; provided that:
that the aggregate amount by which the Class A Commitments are increased pursuant to this Section shall not exceed $150,000,000. Such notice shall set forth (i) the aggregate amount of all Additional Commitments shall not exceed $200,000,000;
the requested increase and (ii) the date on which such increase is requested to become effective (which shall be not less than 10 Business Days or more than 60 days after the date of such notice unless otherwise agreed by the Borrower and the Administrative Agent), and shall offer each Class A Lender the opportunity to increase its Class A Commitment, by its Applicable Class A Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class A Commitment, by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and any such increase Class A Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class A Commitment) (each such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereofequal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and each Augmenting Lender shall execute all such amount documentation as the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or its status as a Class A Lender hereunder. Any increase in the total Class A Commitments may be made in an amount which is less than $10,000,000 if such amount represents all remaining availability under the limit set forth in increase requested by the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date Borrower if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it Borrower is equal unable to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date arrange for, or chooses not to any Lender providing Additional Commitments (in such capacityarrange for, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional CommitmentsAugmenting Lenders.
(b) Each such notice shall specify (x) On the effective date (each, an the “Additional Commitments Increase Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitmentsincrease in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(aprepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (bii) are satisfied. The Borrower may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall prepay any Loans outstanding on be made by the Additional Commitments Effective Date Class A Lenders ratably in accordance with respect to any Additional Commitment their respective Applicable Class A Percentage (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders calculated after giving effect to the Class A Commitment Increase); provided that such Additional prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall make such Loans in accordance with be subject to Section 2.012.15.
(c) The Additional Increases and new Class A Commitments created pursuant to this Section 2.22 shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing become effective on the Additional Commitments (and the other Persons date specified in the definition notice delivered by the Borrower pursuant to the first sentence of Additional Credit Extension Amendment but no other existing Lender), paragraph (a) above unless otherwise agreed by the Borrower and the Additional Credit Extension Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may provide for may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14Section.
(d) This Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section 2.14 shall supersede any provisions unless (i) on the effective date of such increase, the conditions set forth in Section 2.13 or 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 10.01 6 of the Amendment and Restatement Agreement as to the contrarycorporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00.
Appears in 2 contracts
Samples: Credit Agreement (American Axle & Manufacturing Holdings Inc), Credit Agreement (American Axle & Manufacturing Holdings Inc)
Increase in Commitments. (a) The From time to time after the Closing Date but prior to the Termination Date, the Borrower may shall have the right, at any time and from time to time, by written notice to and in consultation with the Administrative Agent elect Agent, to seek commitments request an increase in the aggregate Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional CommitmentsLender”) to increase the Commitments), or a combination thereof; provided that:
that (i) any such request for a Commitment Increase shall be in a minimum amount of $5,000,000 or an integral multiple of $2,500,000 in excess thereof, (ii) immediately after giving effect to any Commitment Increase, (y) the aggregate amount of all Additional Commitments shall not exceed $200,000,000;
125,000,000 and (iiz) any such increase the aggregate of all Commitment Increases effected after the Closing Date shall be in an aggregate amount of not exceed $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
75,000,000, and (iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required obligated to provide increase its Commitment as a result of any Additional Commitmentsrequest for a Commitment Increase by the Borrower unless it agrees in its sole discretion to do so.
(b) Each such notice Additional Lender must qualify as an Eligible Assignee (the approval of which by the Administrative Agent shall specify (xnot be unreasonably withheld or delayed) the date (each, an “Additional Commitments Effective Date”) on which and the Borrower proposes that the and each Additional Commitments Lender shall be effective, which shall be execute a date reasonably acceptable to Lender Joinder Agreement together with all such other documentation as the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments may reasonably require, all in form and the portion of the Additional Commitment substance reasonably satisfactory to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect evidence the provisions Commitment of such Additional Lender and its status as a Lender hereunder.
(c) If the aggregate Commitments are increased in accordance with this Section 2.142.20, the Administrative Agent and the Borrower shall determine the effective date (the “Commitment Increase Date,” which shall be a Business Day not less than thirty (30) days prior to the Termination Date) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Commitment Increase Date. The Administrative Agent is hereby authorized, on behalf of the Lenders, to enter into any amendments to this Agreement and the other Credit Documents as the Administrative Agent shall reasonably deem appropriate to effect such Commitment Increase.
(d) This Notwithstanding anything set forth in this Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 2.20 to the contrary, no increase in the aggregate Commitments pursuant to this Section 2.20 shall be effective unless:
(i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent:
(A) as to each Increasing Lender, evidence of its agreement to provide a portion of the Commitment Increase, and as to each Additional Lender, a duly executed Lender Joinder Agreement together with all other documentation required by the Administrative Agent and the Borrower pursuant to Section 2.20(b);
(B) an instrument, duly executed by the Borrower, acknowledging and reaffirming its obligations under this Agreement and the other Credit Documents to which it is a party;
(C) a certificate of the corporate secretary or an assistant corporate secretary of the Borrower, certifying that the resolutions adopted by the board of directors of the Borrower authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party, inclusive of the Commitment Increase, have not been rescinded, amended or otherwise modified since the date of their adoption and remain in full force and effect;
(D) a certificate of an Authorized Officer of the Borrower, certifying that (y) as of the Commitment Increase Date, all representations and warranties of the Borrower contained in this Agreement and the other Credit Documents are true and correct in all material respects, both immediately before and after giving effect to the Commitment Increase and any Loans issued in connection therewith (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct in all material respects, in each case as of such date), and (z) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to such Commitment Increase (including any Loans issued in connection therewith and the application of the proceeds thereof); and
(ii) The conditions precedent set forth in Section 3.2 shall have been satisfied; provided, however, that the Borrower shall not be required to deliver a Notice of Borrowing unless Borrower is requesting a Borrowing of Loans in connection with such Commitment Increase. Immediately after the effectiveness of the Commitment Increase, Schedule 1.1 shall automatically be amended to reflect the Commitments of all Lenders after giving effect to the Commitment Increase.
Appears in 2 contracts
Samples: Credit Agreement (Selective Insurance Group Inc), Credit Agreement (Selective Insurance Group Inc)
Increase in Commitments. (a) The Borrower Borrowers may by written notice from time to time, on any Business Day after the Effective Date and prior to the Administrative Agent elect Termination Date so long as no Default or Event of Default exists, increase the aggregate amount of the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior to seek commitments the desired effective date of such increase (the “Additional CommitmentsCommitment Amount Increase”) to increase identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the Commitmentsamount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided that:
provided, however, that (i) the aggregate amount of all Additional the Revolving Credit Commitments shall not at any time exceed $200,000,000;
850,000,000, (ii) any such increase of the aggregate amount of the Revolving Credit Commitments shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be not less than $10,000,000 if such amount represents all remaining availability under 25,000,000 and (iii) each of the limit representations and warranties set forth in Section 7 and in the preceding clause (i);
(iii) the Additional Commitments other Loan Documents shall be and remain true and correct in all material respects on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that effective date of such increase (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (where not already qualified by materiality, otherwise in such capacityall respects), an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) except to the extent necessary the same expressly relate to keep an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such Additional Commitments shall make such assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans in accordance with Section 2.01.
(c) The Additional Commitments and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be documented a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by an Additional any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments pursuant to this Agreement and the other Loan Documents as may be necessary or appropriate, in the Section 3.7 hereof. The Borrowers agree to pay any reasonable opinion expenses of the Administrative Agent and the Borrower, relating to effect the provisions of this Section 2.14.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.
Appears in 2 contracts
Samples: Multicurrency Credit Agreement, Credit Agreement (Gallagher Arthur J & Co)
Increase in Commitments. (a) The Borrower may at any time and from time to time, by written notice to the Administrative Agent elect to seek commitments (“Additional Commitments”) to increase the Commitments; provided that:
(i) the aggregate amount of all Additional Commitments which shall not exceed $200,000,000;
(ii) any such increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior promptly deliver a copy to the Additional Commitments Effective Date; provided that (xBanks) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed executed by a Responsible Officer of the Borrower certifying and one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Bank”), which may include any Bank, cause the Commitments of the Increasing Banks to be increased (or cause the Increasing Banks to extend new Commitments) in an amount for each Increasing Bank (which shall not be less than $10,000,000) set forth in such notice, provided that (i) no Bank shall have any obligation to increase its Commitment pursuant to this paragraph, (ii) all new Commitments and increases in existing Commitments becoming effective under this paragraph during the conditions term of this Agreement shall not exceed $200,000,000 in Section 4.02(athe aggregate, (iii) each Increasing Bank, if not already a Bank hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (biv) are satisfiedeach Increasing Bank, if not already a Bank hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). The New Commitments and increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this Section 2.17. Upon the effectiveness of any Accession Agreement to which any Increasing Bank is a party, such Increasing Bank shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Bank hereunder and subject to all obligations of a Bank hereunder. Notwithstanding the foregoing, no increase in the Total Commitments (or in the Commitment of any Bank) pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered under Section 3.01(a)(ii) through (v), giving effect to such increase, (ii) on the effective date of such increase, the representations and warranties of the Borrower and the Guarantors set forth in this Agreement shall be true and correct in all material respects and no Default shall have occurred and be continuing or would result therefrom, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (iii) (x) upon the reasonable request of any Bank made at least five (5) days prior to the effectiveness of any Accession Agreement, the Borrower shall prepay have provided to such Bank, and such Bank shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three (3) Business Days prior to the effectiveness of any Loans outstanding on Accession Agreement and (y) at least three (3) Business Days prior to the Additional effectiveness of any Accession Agreement, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Bank that so requests, a Beneficial Ownership Certification in relation to such Loan Party. On the effective date of any increase in the Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to this Section 3.05) 2.17, to the extent necessary to keep the there are outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective DateAdvances, the Lenders parties hereto shall implement such arrangements as may be agreed upon by the Borrower and the Administrative Agent to ensure that the proportion between the Banks’ outstanding Advances, after giving effect to such Additional Commitments shall make increase, and their respective Commitments, after giving effect to such Loans in accordance with Section 2.01.
(c) The Additional Commitments shall increase, will be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender)re-established, and the Additional Credit Extension Amendment may provide for effectiveness of such amendments to this Agreement and increase shall be conditioned on the other Loan Documents as may be necessary or appropriate, in the reasonable opinion implementation of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14.
(d) such arrangements. This Section 2.14 2.17 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 2 contracts
Samples: Credit Agreement (Brinker International, Inc), Credit Agreement (Brinker International, Inc)
Increase in Commitments. (a) The Borrower may by written notice Subject to the terms and conditions set forth herein, the Borrower shall have the right to cause from time to time an increase in the Commitments of the Lenders by up to $150,000,000 in the aggregate (a “Commitment Increase”) by adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented to by the Global Administrative Agent elect to seek commitments and the Australian Administrative Agent (“Additional Commitments”which consent shall not be unreasonably withheld or delayed) or by allowing one or more existing Lenders to increase the Commitments; provided that:
(i) the aggregate amount of all Additional Commitments shall not exceed $200,000,000;
(ii) any such increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional their respective Commitments (in such capacity, an each a “Additional Commitment CI Lender”); and
provided, however, that (i) at the time of the Commitment Increase, no Event of Default shall have occurred which is continuing, (ii) no such Commitment Increase shall cause the total amount of the Commitments to exceed U.S.$450,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion), (iv) no existing if, on the effective date of such increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (v) each CI Lender shall be required execute a Notice of Commitment Increase and deliver such executed notice to provide any Additional Commitmentsthe Australian Administrative Agent.
(b) Each Any Commitment Increase must be requested by written notice from the Borrower to the Global Administrative Agent and the Australian Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit I attached hereto. Once the Notice of Commitment Increase is fully-executed, such notice and such Commitment Increase shall specify be effective on the proposed effective date set forth in such notice (xnot less than five (5) Business Days after receipt by the Global Administrative Agent and the Australian Administrative Agent) or on another date agreed to by the Global Administrative Agent, the Australian Administrative Agent and the Borrower (each, an such date referred to as the “Additional Commitments Commitment Increase Effective Date”).
(c) on On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Australian Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower proposes that pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Additional Commitments Australian Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.10, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be effective, which responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans.
(d) Each Commitment Increase shall be a date reasonably acceptable to become effective on its Commitment Increase Effective Date and upon such effectiveness (i) the Global Administrative Agent and (y) the identity Australian Administrative Agent shall record in its records the CI Lender’s information as provided in the Notice of Commitment Increase and pursuant to an Administrative Questionnaire in form satisfactory to the Persons (each of which Global Administrative Agent and the Australian Administrative Agent that shall be an Eligible Assignee (for this purpose treating a executed and delivered by each CI Lender of Additional Commitments as if it were an assignee)) whom to the Borrower proposes would provide the Additional Commitments Global Administrative Agent and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Australian Administrative Agent a certificate dated as of on or before the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Increase Effective Date, the (ii) Schedule 2.1 hereof shall be amended and restated to set forth all Lenders (including any CI Lenders) that will be Lenders hereunder after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.
Commitment Increase (c) The Additional Commitments which shall be documented by an Additional Credit Extension Amendment executed by each Additional set forth in Annex I to the applicable Notice of Commitment Lender providing the Additional Commitments (Increase) and the other Persons specified in the definition Australian Administrative Agent shall distribute to each Lender (including each CI Lender) a copy of Additional Credit Extension Amendment but no other existing Lender)such amended and restated Schedule 2.1, and (iii) each CI Lender identified on the Additional Credit Extension Amendment may provide Notice of Commitment Increase for such amendments to Commitment Increase shall be a “Lender” for all purposes under this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14Agreement.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 2 contracts
Samples: Syndicated Facility Agreement, Syndicated Facility Agreement (Apache Corp)
Increase in Commitments. (a) The Borrower may shall have the right, and prior to the date sixty (60) days prior to the Termination Date by written notice to and in consultation with the Administrative Agent, to request an increase in the aggregate Revolver Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof, provided that (i) any such request for a Commitment Increase shall be in a minimum amount of $20,000,000, (ii) immediately after giving effect to any Commitment Increase, (y) the aggregate Revolver Commitments shall not exceed $200,000,000 and (z) the aggregate of all Commitment Increases effected shall not exceed $100,000,000, (iii) no Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase, (iv) immediately after giving effect to any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in compliance with the covenants contained in Article V, (v) no Commitment Increase shall be effective until the Administrative Agent has consented to such Commitment Increase in writing which consent may not be unreasonably withheld; and (vi) the Borrower shall give the existing Lenders the right of first refusal for participating in any such Commitment Increase by providing such notice to the Administrative Agent elect fifteen (15) Domestic Business Days before making a request to seek commitments any Person that is not already a Lender. An existing Lender shall have priority over Additional Lenders to participate in such requested Commitment Increase if such existing Lender provides written notice of its election to participate within fifteen (“Additional Commitments”15) to increase Domestic Business Days of such existing Lender’s receipt of such notice. Such notice from the Commitments; provided that:
(i) Borrower shall specify the aggregate requested amount of all the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender. Any fees paid by the Borrower for a Commitment Increase to an Increasing Lender, an Additional Commitments Lender, the Administrative Agent or BB&T, as arranger, shall not exceed $200,000,000;
(ii) any such increase be for their own account and shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 amount, if any, mutually agreed upon by each such party and the Borrower, in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitmentseach party’s sole discretion.
(b) Each such notice Additional Lender must qualify as an Eligible Assignee (the selection of which shall specify (x) include the date (eachprior approval of the Administrative Agent). The Borrower and each Additional Lender shall execute a joinder agreement, an “Additional Commitments Effective Date”) on which and the Borrower proposes that the Additional Commitments and each Lender shall be effective, which shall be a date reasonably acceptable to execute all such other documentation as the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments may reasonably require, all in form and the portion of the Additional Commitment substance reasonably satisfactory to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect evidence the provisions of Revolver Commitment adjustments referred to in Section 2.14(e).
(c) If the aggregate Revolver Commitments are increased in accordance with this Section 2.14, the Borrower (in consultation with the Administrative Agent), Increasing Lender(s) (if any) and Additional Lender(s) (if any) shall agree upon the effective date (the “Commitment Increase Date,” which shall be a Domestic Business Day not less than thirty (30) days prior to the Termination Date). The Administrative Agent shall promptly notify the Lenders of such increase and the Commitment Increase Date.
(d) This Notwithstanding anything set forth in this Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary, the Borrower shall not incur any Revolver Advances pursuant to any Commitment Increase (and no Commitment Increase shall be effective) unless the conditions set forth in Section 2.14(a) as well as the following conditions precedent are satisfied on the applicable Commitment Increase Date:
(i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent:
(A) a supplement to this Agreement signed by each Increasing Lender (if any) and Additional Lender (if any), setting forth the reallocation of Commitments referred to in Section 2.14(e), all other documentation required by the Administrative Agent pursuant to Section 2.14(b) and such other modifications, documents or items as the Administrative Agent, such Lenders or their counsel may reasonably request;
(B) an instrument, duly executed by each Borrower and each Guarantor, if any, acknowledging and reaffirming its obligations under this Agreement, the Collateral Documents, and the other Loan Documents to which it is a party;
(C) a certificate of the secretary or an assistant secretary of the Borrower and each Guarantor, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such party approving or consenting to such Commitment Increase;
(D) a certificate of the Chief Financial Officer of each Borrower, certifying that (x) as of the Commitment Increase Date, all representations and warranties of the Borrower and the Guarantors contained in this Agreement and the other Loan Documents are true and correct (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct as of such date), (y) immediately after giving effect to such Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower is in compliance with the covenants contained in Article V, and (z) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to such Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof);
(E) an opinion or opinions of counsel for the Borrower and the Guarantors, in a form satisfactory to Administrative Agent and covering such matters as Administrative Agent may reasonably request, addressed to the Administrative Agent and the Lenders, together with such other documents, instruments and certificates as the Administrative Agent shall have reasonably requested; and
(F) such other documents or items that the Administrative Agent, such Lenders or their counsel may reasonably request.
(ii) In the case of any Borrowing of Revolver Advances in connection with such Commitment Increase for the purpose of funding an Acquisition, the applicable conditions set forth in this Agreement with respect to Acquisitions shall have been satisfied.
(e) On the Commitment Increase Date, (i) the aggregate principal outstanding amount of the Revolver Advances (the “Initial Advances”) immediately prior to giving effect to the Commitment Increase shall be deemed to be repaid, (ii) immediately after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings of Revolver Advances (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Advances and of the types and for the Interest Periods specified in a Notice of Borrowing delivered to the Administrative Agent in accordance with Section 2.01(a), (iii) each Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender’s pro rata percentage (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (z) such Lender’s pro rata percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds equal to the difference, if positive, between (y) such Lender’s pro rata percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances and (z) such Lender’s pro rata percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) the Lenders shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Revolver Commitments (calculated after giving effect to the Commitment Increase), (vi) the Borrower shall pay all accrued but unpaid interest on the Initial Advances to the Lenders entitled thereto, and (vii) the signature pages hereto shall be amended to reflect the Revolver Commitments of all Lenders after giving effect to the Commitment Increase. The deemed payments made pursuant to clause (i) above in respect of each Tranche Euro-Dollar Advance shall be subject to indemnification by the Borrower pursuant to the provisions of Section 8.05 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.
Appears in 2 contracts
Samples: Credit Agreement (St Joe Co), Credit Agreement (St Joe Co)
Increase in Commitments. (ai) The Borrower may shall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by written notice adding, subject to the prior approval of the Administrative Agent elect and the Issuing Banks (such approval not to seek commitments be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “Additional CommitmentsNew Lenders”) or by allowing one or more Lenders to increase the their respective Commitments; provided however that:
: (iA) prior to and after giving effect to the aggregate amount increase, no Default or Event of all Additional Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments shall not to exceed $200,000,000;
1,150,000,000, (iiC) any no Lender’s Commitment shall be increased without such Lender’s consent, and (D) such increase shall be evidenced by a commitment increase agreement in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments form and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date substance reasonably acceptable to the Administrative Agent and (y) executed by the identity of Borrower, the Persons (each of Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall be an Eligible Assignee (for this purpose treating a Lender indicate the amount and allocation of Additional Commitments as if it were an assignee)) whom such increase in the Borrower proposes would provide the Additional Aggregate Commitments and the portion effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the Additional Commitment applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrower shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to be provided by Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Person. Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to the effectiveness of any Additional Commitmentseach increase pursuant to subsection (c)(i) above, the Borrower shall deliver to the Administrative Agent Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Additional Commitments Increase Effective Date Date, signed by a Responsible Officer of the Borrower certifying that each of the conditions to such increase set forth in this Section 4.02(a2.01(c) shall have occurred and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date been complied with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Datethat, the Lenders before and after giving effect to such Additional Commitments shall make such Loans increase, (1) the representations and warranties (other than Added L/C Representations) contained in accordance with Section 2.01.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents are true and correct in all material respects on and as may be necessary or appropriateof the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the reasonable Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to the Borrower, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Borrower, to effect the provisions of this Section 2.14Administrative Agent or such Lenders.
(diii) This Section 2.14 The Borrower shall supersede have the option, by agreement with any provisions in Section 2.13 Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or Section 10.01 cease to be an Issuing Bank under this Agreement and (B) increase or decrease the contraryLetter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 2 contracts
Samples: Credit Agreement (Williams Companies Inc), Credit Agreement (Williams Companies Inc)
Increase in Commitments. (a) So long as no Default or Event of Default exists or would arise therefrom, the Lead Borrower shall have the right, at any time and from time to time after the Closing Date, to request an increase of the aggregate of the then outstanding Commitments by an amount not to exceed in the aggregate $75,000,000. The Borrower may by written notice to the Administrative Agent elect to seek commitments (“Additional Commitments”) to and the Lead Borrower shall determine the effective date of such requested increase the Commitments; provided that:
(i) the aggregate amount of all Additional Commitments shall not exceed $200,000,000;
(ii) and any such requested increase shall be first made available to all existing Lenders on a pro rata basis, with any such Lender accepting such increase in a timely fashion relative to the Commitment Increase Date. To the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Lead Borrower, the Administrative Agent, in consultation with the Lead Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Lead Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for amount of the Additional increase in the Total Commitments requested by the Lead Borrower and not accepted by the existing Lenders (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender providing Additional Commitments (in such capacityincreasing, its Commitment, an “Additional Commitment Lender”); and
, provided, however, that (ivi) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Lead Borrower, (ii) any Additional Commitment Lender which is not an existing Lender shall be required subject to provide the approval of the Administrative Agent, the Issuing Banks and the Lead Borrower (which approval shall not be unreasonably withheld or delayed), and (iii) without the consent of the Administrative Agent, at no time shall the Commitment of any Additional CommitmentsLender under this Agreement be less than $5,000,000. Each Commitment Increase shall be in a minimum aggregate amount of at least $15,000,000 and in integral multiples of $5,000,000 in excess thereof.
(b) Each No Commitment Increase shall become effective unless and until each of the following conditions have been satisfied or waived:
(i) If a Cash Dominion Event then exists, the Loan Parties shall have demonstrated, to the reasonable satisfaction of the Administrative Agent, that both before and after giving effect to such notice Commitment Increase and any Credit Extensions and Investments made in connection therewith, Holdings shall specify be in compliance with SECTION 6.11, on a Pro Forma Basis, as of the last day of the then most recently ended Fiscal Quarter;
(xii) The Borrowers, the date Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents as the Administrative Agent shall reasonably require;
(each, an “Additional Commitments Effective Date”iii) on which the Borrower proposes that The Borrowers shall have paid such fees and other compensation to the Additional Commitments shall be effective, which shall be a date reasonably acceptable Commitment Lenders and to the Administrative Agent as the Lead Borrower and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of such Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments Commitment Lenders and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower Administrative Agent shall agree;
(iv) The Borrowers shall deliver to the Administrative Agent a certificate and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers and dated as of such date;
(v) A Revolving Credit Note (to the Additional Commitments Effective Date signed by a Responsible Officer of extent requested) will be issued at the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect Borrowers’ expense, to any each such Additional Commitment Lender, to be in conformity with requirements of SECTION 2.07 (and pay any additional amounts required pursuant to Section 3.05with appropriate modification) to the extent necessary to keep reflect the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase new Commitment of each Additional Commitment Lender; and
(vi) The Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested in order to effectuate the Commitments. If there is a new Borrowing documentation of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01foregoing.
(c) The Additional Commitments Administrative Agent shall be documented by an Additional Credit Extension Amendment executed by promptly notify each Additional Lender as to the effectiveness of each Commitment Lender providing the Additional Commitments Increase (and the other Persons specified in the definition with each date of Additional Credit Extension Amendment but no other existing Lendersuch effectiveness being referred to herein as a “Commitment Increase Date”), and at such time (i) the Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, (ii) Schedule 1.1(a) shall be deemed modified, without further action, to reflect the revised Commitment Percentages of the Lenders and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased Commitments.
(d) In connection with Commitment Increases hereunder, the Lenders and the Borrowers agree that, notwithstanding anything to the contrary in this Agreement, (i) the Borrowers shall, in coordination with the Administrative Agent, (x) repay outstanding Revolving Credit Loans of certain Lenders, and obtain Revolving Credit Loans from certain other Lenders (including the Additional Commitment Lenders), or (y) take such other actions as reasonably may be required by the Administrative Agent, in each case to the extent necessary so that all of the Lenders effectively participate in each of the outstanding Revolving Credit Extension Amendment may provide for such amendments Loans pro rata on the basis of their Commitment Percentages (determined after giving effect to any increase in the Commitments pursuant to this Agreement SECTION 2.02), and (ii) the other Loan Documents as may be necessary or appropriateBorrowers shall pay to the Lenders any costs of the type referred to in SECTION 2.16(b) in connection with any repayment and/or Revolving Credit Loans required pursuant to preceding clause (i). Without limiting the obligations of the Borrowers provided for in this SECTION 2.02, in the reasonable opinion of the Administrative Agent and the Borrower, Lenders agree that they will use their best efforts to effect attempt to minimize the provisions costs of this Section 2.14the type referred to in SECTION 2.16(b) which the Borrowers would otherwise occur in connection with the implementation of an increase in the Commitments.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 2 contracts
Samples: Credit Agreement (Music123, Inc.), Credit Agreement (Music123, Inc.)
Increase in Commitments. (a) The Borrower may Company may, by written notice to the Administrative Agent elect (which shall promptly deliver a copy to seek commitments (“Additional Commitments”) each of the Lenders), cause the total Commitments to be increased by an amount not less than $25,000,000 for any such increase; provided that after giving effect to any such increase the Commitments; provided that:
(i) sum of the aggregate amount of all Additional total Commitments shall not exceed $200,000,000;
1,250,000,000 minus any amount by which the Commitments shall have been reduced pursuant to Section 2.09. Such notice shall set forth the amount of the increase in the total Commitments and the date on which such increase is to become effective. The Company may also request in such notice that each Lender, within ten (ii10) Business Days of the date thereof, by written notice to the Company and the Administrative Agent, either agree to increase its Commitment (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such ten (10) Business Day period shall be deemed to have declined to increase its Commitment). Alternatively, the Company may arrange for one or more banks or other financial institutions (any such increase shall be bank or other financial institution referred to in this clause (a) being called an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof“Augmenting Lender”; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments no Augmenting Lender shall be on the same terms as the an Ineligible Institution), which may include any Lender, to extend Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Dateor increase their existing Commitments; provided that (x) the Additional Commitments may have each Augmenting Lender, if not already a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior Lender hereunder, shall be subject to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion approval of the Administrative Agent (which approval shall not be unreasonably withheld) and the BorrowerCompany and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunder. In addition, to effect any Augmenting Lender that is organized under the provisions laws of this Section 2.14.
(d) This Section 2.14 a jurisdiction outside of the United States of America shall supersede any provisions in Section 2.13 or Section 10.01 provide to the contraryAdministrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act. Any increase in the total Commitments may be made in an amount which is less than the increase initially requested by the Company.
Appears in 2 contracts
Increase in Commitments. (a) The Borrower may by written notice Subject to the Administrative Agent elect to seek commitments (“Additional Commitments”) to increase the Commitments; provided that:
(i) the aggregate amount of all Additional Commitments shall not exceed $200,000,000;
(ii) any such increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit terms and conditions set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitmentsherein, the Borrower shall deliver to have the Administrative Agent a certificate dated as of right, with the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion consent of the Administrative Agent and the BorrowerIssuing Banks (such consent not to be unreasonably withheld or delayed), to effect cause from time to time an increase in the provisions total amount of the Commitments (a “Commitment Increase”) by adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent and the Issuing Banks (each a “CI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments; provided, however, that (i) no Event of Default shall have occurred which is continuing, (ii) no such Commitment Increase shall cause the total amount of the Commitments to exceed $1,250,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion) and (iv) if, on the effective date of such increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans in accordance with Section 2.142.9(c).
(b) Any Commitment Increase must be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit 2.9 hereto. The Administrative Agent shall give prompt notice to each Issuing Bank of its receipt of a Notice of Commitment Increase. Once the Notice of Commitment Increase is fully-executed, such notice and such Commitment Increase shall be effective on the proposed effective date set forth in such notice or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”).
(c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.3, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans.
(d) This Section 2.14 For purposes of this Section, the following defined terms shall supersede any provisions in Section 2.13 or Section 10.01 have the following meanings: (1) “New Funds Amount” means the amount equal to the contraryproduct of a Lender’s increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the total amount of the Commitments after giving effect to the Commitment Increase, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date); (2) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Commitment Increase that does not increase its respective Commitment as a result of the Commitment Increase and whose relative percentage of the total amount of the Commitments shall be reduced after giving effect to such Commitment Increase; and (3) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of a Commitment Increase Effective Date (without regard to the effect of any borrowings made on such Commitment Increase Effective Date after giving effect to the Commitment Increase).
Appears in 2 contracts
Samples: Credit Agreement (Cimarex Energy Co), Credit Agreement (Cimarex Energy Co)
Increase in Commitments. (a) The Borrower may on up to two occasions at any time not later than three months prior to the Maturity Date, by written notice to the Administrative Agent elect (which shall promptly deliver a copy to seek commitments (“Additional Commitments”) each of the Lenders), request that the total Commitments be increased by an amount that will not result in the total Commitments under this Agreement exceeding $100,000,000 minus the amount of any reduction of the Commitments pursuant to increase the Commitments; provided that:
Section 2.08. Such notice shall set forth (i) the aggregate amount of all Additional Commitments shall not exceed $200,000,000;
the requested increase in the total Commitments, (ii) any such increase the name of the Person (who shall be in an aggregate a bank or other financial institution approved by the Administrative Agent, such approval not to be unreasonably withheld) who has agreed to become a Lender or, if currently a Lender, the amount of $10,000,000 or any whole multiple of $500,000 the increase in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
its Commitment, (iii) the Additional Commitments date on which such increase is requested to become effective (which shall be on not less than 5 days after the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that date of such notice and (xiv) the Additional Commitments may have a higher amount of all proposed fees payable to such new or existing Lender, and (v) any proposed increase in the Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if Rate. Any increase in the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it shall be effective as to all Loans. Any Lender increasing its Commitment is equal to the Applicable Rate for the Additional Commitments herein called an “Increasing Lender” and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender not increasing its Commitment is herein called a “Non-Increasing Lender”. Each other Person providing Additional Commitments (in such capacity, all or any portion of the increased Commitment is herein called an “Additional Commitment Augmenting Lender”); and
(iv) no existing . Each Increasing Lender and Augmenting Lender shall be required to provide any Additional Commitments.
(b) Each execute all such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to documentation as the Administrative Agent shall specify to evidence its Commitment and its status as a Lender hereunder. Increases and new Commitments created pursuant to this clause (ya) shall become effective on the identity date specified in the notice delivered by the Borrower pursuant to the first sentence of this paragraph. Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) shall become effective under this paragraph unless, (i) on the date of such increase, the representations and warranties of the Persons (each of which Borrower set forth in this Agreement shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments true and the portion of the Additional Commitment to correct and no Default shall have occurred and be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitmentscontinuing, the Borrower shall deliver to and the Administrative Agent shall have received a certificate to that effect dated as of the Additional Commitments Effective Date signed such date and executed by a Responsible Financial Officer of the Borrower certifying that Borrower, and (ii) the conditions in Section 4.02(aAdministrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Effective Date under clauses (c) and (bd) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to of Section 3.05) 4.01 as to the extent necessary corporate power and authority of the Borrower to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders borrow hereunder after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01increase.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 2 contracts
Samples: Revolving Credit Bridge Facility Agreement (Convergys Corp), Revolving Credit Bridge Facility Agreement (Convergys Corp)
Increase in Commitments. (ai) The Borrower may Twice per calendar year the Borrowers may, by written notice to the Administrative Agent, request that the Total Revolving Commitment be increased by an amount not to exceed $25,000,000 in the aggregate for all such increases from the Closing Date until the Maturity Date, provided that no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any such increase. The Administrative Agent elect shall deliver a copy of such request to seek commitments each Lender. The Borrowers shall set forth in such request the amount of the requested increase in the Total Revolving Commitment (which shall be in minimum increments of $10,000,000 and a minimum amount of $10,000,000) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the date of such notice and that, in any event, must be at least 360 days prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Revolving Commitment by its Revolving Facility Percentage of the proposed increased amount. Each Lender shall, by notice to the Borrowers and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Lender so agreeing being an “Additional CommitmentsIncreasing Lender”) or decline to increase its Revolving Commitment (and any such Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). If, on the Commitments; provided that:
(i) 10th day after the Administrative Agent shall have delivered notice as set forth above, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount of less than the increase in the Total Revolving Commitment requested by the Borrowers, the Borrowers may arrange for one or more banks or other entities that are Eligible Assignees (each such Person so agreeing being an “Augmenting Lender”), and the Borrowers and each Augmenting Lender shall execute all Additional Commitments such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Lender with a Revolving Commitment hereunder. Any increase in the Total Revolving Commitment may be made in an amount that is less than the increase requested by the Borrowers if the Borrowers are unable to arrange for, or choose not exceed $200,000,000;to arrange for, Augmenting Lenders.
(ii) any such increase shall be in an aggregate amount Each of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided the parties hereto agrees that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent may take any and (y) the identity of the Persons (each of which shall all actions as may be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent reasonably necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders ensure that after giving effect to such Additional any increase in the Total Revolving Commitment pursuant to this Section 2.1(b), the outstanding Revolving Loans (if any) are held by the Lenders with Revolving Commitments shall make such Loans in accordance with Section 2.01.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as their new Revolving Facility Percentages. This may be necessary or appropriate, in accomplished at the reasonable opinion discretion of the Administrative Agent Agent: (w) by requiring the outstanding Loans to be prepaid with the proceeds of new Borrowings; (x) by causing the Non-Increasing Lenders to assign portions of their outstanding Loans to Increasing Lenders and Augmenting Lenders; (y) by permitting the Borrower, Borrowings outstanding at the time of any increase in the Total Revolving Commitment pursuant to effect the provisions of this Section 2.142.1(b) to remain outstanding until the last days of the respective Interest Periods therefor, even though the Lenders would hold such Borrowings other than in accordance with their new Revolving Facility Percentages; or (z) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (ii) shall be subject to Section 2.7 hereof but otherwise without premium or penalty.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 2 contracts
Samples: Credit Agreement (Ch Energy Group Inc), Credit Agreement (Central Hudson Gas & Electric Corp)
Increase in Commitments. The Borrowers may request an increase in the Commitments from time to time upon notice to the Agent, as long as (a) The Borrower may by written notice to the Administrative Agent elect to seek commitments (“Additional Commitments”) to requested increase the Commitments; provided that:
(i) the aggregate is in a minimum amount of all Additional Commitments shall $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $200,000,000;
150,000,000 in the aggregate and no more than four (ii4) any increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause Commitments, (i);
(iiie) the Additional increased Commitments shall be on the same terms and conditions as the Commitments then outstanding existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify the Agent if and to what extent such Lender commits to increase its Commitment; provided that no Lender shall have any obligation to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If there is a new Borrowing of Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments on such Additional Commitments Effective Dateand become Lenders hereunder. The Agent may allocate, in its discretion, the increased Commitments among committing Lenders after giving effect to such Additional and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall make be increased by the requested amount (or such Loans lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures shall be reallocated among Lenders, and settled by the Agent if necessary, in accordance with Section 2.01Lenders’ adjusted shares of such Commitments.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 2 contracts
Samples: Credit Agreement (Westlake Chemical Corp), Credit Agreement (Westlake Chemical Corp)
Increase in Commitments. (a) The Subject to the terms and conditions set forth herein, the Administrative Borrower may shall have the right to request, by written notice to the Administrative Agent elect to seek commitments Agent, increases in the Legacy Commitments and/or the ETMC Commitments (a “Additional CommitmentsRevolving Commitment Increase”) to increase the Commitments; provided that:
(i) the aggregate amount of all Additional Commitments shall not exceed $200,000,000;
(ii) any such increase shall be in an aggregate amount of not to exceed $10,000,000 or any whole multiple of $500,000 in excess thereof100,000,000; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments any Revolving Commitment Increase shall be on the same terms as (including the Commitments then outstanding with the latest Maturity Date immediately prior Date) and pursuant to the Additional Commitments Effective Date; provided that documentation applicable to the Revolving Credit Facilities, (xii) the Additional Commitments may have a higher Applicable Rate than Administrative Borrower shall only be permitted to request three Revolving Commitment Increases during the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments term of this Agreement and (yv) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Revolving Commitment Lender”); and
(iv) no existing Lender Increase shall be required to provide any Additional Commitmentsin a minimum amount of $5,000,000.
(b) Each such notice submitted pursuant to this Section 2.14 (a “Revolving Commitment Increase Notice”) requesting a Revolving Commitment Increase shall specify (x) the date amount of the increase in the Commitments being requested and (eachy) whether such increase is requested for the ETMC Commitments or the Legacy Commitments. Upon receipt of a Revolving Commitment Increase Notice, the Administrative Agent may (at the direction of the Administrative Borrower) promptly notify the Lenders under the applicable Revolving Credit Facility and each such Lender may (subject to the Administrative Borrower’s consent) have the right to elect to have its Commitment increased by its Applicable Pro Rata Share (it being understood and agreed that a Lender may elect to have its Commitment increased in excess of its Applicable Pro Rata Share in its discretion if any other Lender declines to participate in the Revolving Commitment Increase) of the requested increase in Commitments; provided that (i) each applicable Lender may elect or decline, in its sole discretion, to have its Commitment increased in connection with any requested Revolving Commitment Increase, it being understood that no Lender shall be obligated to increase its Commitment unless it, in its sole discretion, so agrees and, if a Lender fails to respond to any Revolving Commitment Increase Notice within ten (10) Business Days after such Xxxxxx’s receipt of such request, such Lender shall be deemed to have declined to participate in such Revolving Commitment Increase; (ii) if any Lender declines to participate in any Revolving Commitment Increase and, as a result, commitments from additional financial institutions are required in connection with the Revolving Commitment Increase, or if the Administrative Borrower does not instruct the Administrative Agent to initially request increases of the existing Lenders and commitments of additional lenders are sought in connection with the Revolving Commitment Increase, any Person or Persons providing such commitment shall be subject to the written consent of the Administrative Agent and the Swing Line Lenders and with respect to Revolving Commitment Increases for the Legacy Commitments, the L/C Issuers (each such consent not to be unreasonably withheld or delayed), in each case, if such consent would be required pursuant to Section 11.07; (iii) in no event shall a Defaulting Lender be entitled to participate in such Revolving Commitment Increase and (iv) no L/C Issuer or Swing Line Lender shall be required to act in such capacity under the Revolving Commitment Increase without its prior written consent. In the event that any Lender or other Person agrees to participate in any Revolving Commitment Increase (each an “Additional Commitments Effective Increase Loan Lender”), such Revolving Commitment Increase shall become effective on such date as shall be mutually agreed upon by the Increase Loan Lenders and the Administrative Borrower, which date shall be as soon as practicable after the date of receipt of the Revolving Commitment Increase Notice (such date, the “Increase Date”) on which the Borrower proposes ); provided that the Additional Commitments establishment of such Revolving Commitment Increase shall be effectivesubject to the satisfaction of each of the following conditions: (1) (x) no Default or Event of Default would exist after giving effect thereto or (y) if the Revolving Commitment Increase is used to finance a Permitted Acquisition or Permitted Investment, no Event of Default pursuant to Section 9.01(a) or 9.01(f) exists; (2) the Revolving Commitment Increase shall be effected pursuant to one or more joinder agreements executed and delivered by the Administrative Borrower, the Administrative Agent, and the Increase Loan Lenders, each of which shall be reasonably satisfactory to the Administrative Borrower, the Administrative Agent, and the Increase Loan Lenders; (3) Loan Parties shall execute and deliver or cause to be executed and delivered to the Administrative Agent such amendments to the Loan Documents, legal opinions and other documents as the Administrative Agent may reasonably request in connection with any such transaction, which amendments, legal opinions and other documents shall be reasonably satisfactory to the Administrative Agent; (4) the representations and warranties contained in Article VI shall be true and correct in all material respects (or in all respects to the extent that any representation or warranty is qualified by materiality) as of the Increase Date; provided that, if the Revolving Commitment Increase is used to finance a date reasonably acceptable Permitted Acquisition or a Permitted Investment, the representations and warranties shall be subject to customary “Sungard” limitations; and (5) the Borrowers shall have paid to the Administrative Agent and the Lenders such additional fees as may be agreed to be paid by the Borrowers in connection therewith.
(yc) On the identity Increase Date, upon fulfillment of the Persons conditions set forth in this Section 2.14, (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)i) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent shall effect a certificate dated as settlement of all outstanding Loans under the applicable Revolving Credit Facility among the applicable Lenders that will reflect the adjustments to the Commitments under the applicable Revolving Credit Facility of the Additional Commitments Effective Date signed by applicable Lenders as a Responsible Officer result of the Borrower certifying that Revolving Commitment Increase, (ii) the conditions in Section 4.02(aAdministrative Agent shall notify the Lenders and Loan Parties of the occurrence of the Revolving Commitment Increase to be effected on the Increase Date, (iii) Schedule 2.01 shall be deemed modified to reflect the revised Commitments of the affected Lenders and (biv) are satisfied. The Borrower shall prepay any Loans outstanding on Revolving Credit Notes will be issued, at the Additional Commitments Effective Date with respect expense of the Borrowers, to any Additional Lender participating in the Revolving Commitment Increase and requesting a Revolving Credit Note.
(d) The terms and pay any additional amounts required pursuant to Section 3.05) provisions of the Revolving Commitment Increase shall be identical to the extent necessary Loans and the Commitments under the applicable Revolving Credit Facility. Without limiting the generality of the foregoing, (i) Commitment Fees applicable to keep the outstanding Revolving Commitment Increase shall be calculated using the same Commitment Fee Rates applicable to the existing Loans ratable with under the applicable Revolving Credit Facility, (ii) the Revolving Commitment Increase shall share ratably in any revised Applicable Percentages arising from any nonratable increase in mandatory prepayments of the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective DateLoans under the applicable Revolving Credit Facility, the Lenders (iii) after giving effect to such Additional Revolving Commitment Increases, Commitments shall make such Loans in accordance with Section 2.01.
(c) The Additional Commitments under the applicable Revolving Credit Facility shall be documented by an Additional Credit Extension Amendment executed by reduced based on each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing such Lender)’s Applicable Pro Rata Share, and (iv) the Additional Revolving Commitment Increase shall rank pari passu in right of payment and security with the existing Loans under the applicable Revolving Credit Extension Amendment may provide for Facility. Each joinder agreement and any amendment to any Loan Document requested by the Administrative Agent in connection with the establishment of the Revolving Commitment Increase may, without the consent of any of the Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Administrative Borrower, to effect the provisions of this Section 2.14.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 2 contracts
Samples: Abl Credit Agreement (Ardent Health Partners, LLC), Amendment and Restatement Agreement (Ardent Health Partners, LLC)
Increase in Commitments. (a) The Borrower may shall have the right at any time and from time to time after the Closing Date and prior to the date that is thirty (30) days prior to the Facility Termination Date to increase the Aggregate Commitment (each such proposed increase being a “Commitment Increase”), either by written notice to having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an “Assuming Lender”), in each case with the approval of the Administrative Agent elect (such approval not to seek commitments be unreasonably withheld), which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such increase is to be effective (the “Additional CommitmentsCommitment Increase Date”), which shall be a Business Day at least three (3) Business Days after delivery of such notice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the sole discretion of each Lender; provided further that: (i) any such request for a Commitment Increase shall be in a minimum amount of $25,000,000 or a higher integral multiple of $1,000,000; (ii) immediately after giving effect to any Commitment Increase, the Aggregate Commitment shall not exceed $450,000,000 and the aggregate amount of all Commitment Increases shall not exceed $150,000,000; (iii) the sum of the increases in Commitments of the Increasing Lenders and the new Commitments of the Assuming Lenders shall not exceed the requested Commitment Increase; (iv) no Default or Unmatured Default shall have occurred and be continuing on the applicable Commitment Increase Date or shall result from any Commitment Increase; and (v) the representations and warranties contained in Article 5 (other than in Section 5.5) shall be true on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specified date, as of such specific date).
(b) Each Commitment Increase (and the increase of the CommitmentsCommitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the Commitment Increase Date; provided that:
(i) the aggregate amount Administrative Agent shall have received on or prior to 10:00 a.m. on such Commitment Increase Date a certificate of all Additional Commitments shall not exceed $200,000,000an Authorized Officer stating that each of the applicable conditions to such Commitment Increase set forth in Section 2.20(a) has been satisfied and attaching the resolutions adopted by the Borrower approving or consenting to such Commitment Increase;
(ii) any with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m. on such increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereofCommitment Increase Date, a Joinder Agreement among the Assuming Lender, the Borrower and the Administrative Agent; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
and (iii) each Increasing Lender shall have delivered to the Additional Commitments shall be Administrative Agent, on the same terms as the Commitments then outstanding with the latest Maturity Date immediately or prior to the Additional Commitments Effective 10:00 a.m. on such Commitment Increase Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (, confirmation in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable writing satisfactory to the Administrative Agent and (y) the identity as to its increased Commitment, with a copy of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent confirmation to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01Borrower.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by On each Additional Commitment Lender providing Increase Date upon such time as the Additional Commitments (applicable conditions set forth in Sections 2.20(a) and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.2.20
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement
Increase in Commitments. (a) The Borrower may by written notice At any time following the Agreement Date and prior to the Administrative Agent elect to seek commitments (“Additional Commitments”) to increase the Commitments; provided that:
(i) Termination Date the aggregate amount of all Additional the Commitments shall may, at the option of the Borrower, be increased by an amount not exceed in excess of $200,000,000;
, either by new Banks establishing such additional Commitments or by one or more then-existing Banks increasing their Commitments (ii) any each such increase shall be in by either means, a "Commitment Increase," and each such new Bank or Bank increasing its Commitment, an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i"Additional Commitment Bank");
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (xa) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “each Additional Commitment Lender”); and
(iv) no existing Lender Bank shall be required to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and the Issuing Bank, (yb) no Default shall exist immediately prior to or after the effective date of such Commitment Increase, (c) each such Commitment Increase shall be in an amount not less than $10,000,000 and multiples of $5,000,000 in excess thereof, (d) no such Commitment Increase shall become effective unless and until the Borrower, the Administrative Agent, the Issuing Bank and the Additional Commitment Banks shall have executed and delivered an agreement substantially in the form of Schedule 1.09 (a "Commitment Increase Supplement"), and (d) the identity increase in the Total Commitments shall not exceed $200,000,000. On the effective date of the Persons (such Commitment Increase, each of which Additional Commitment Bank shall be an Eligible Assignee (purchase, for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and assignment, from each other existing Bank the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness other Bank's RC Loans and Letter of any Additional CommitmentsCredit Participations outstanding at such time such that, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such assignments, the respective aggregate amount of RC Loans in accordance with Section 2.01.
(c) The Additional Commitments and Letter of Credit Participations of each Bank shall be documented by equal to such Bank's pro rata share (based on the total Commitments, as increased pursuant hereto) of the aggregate RC Loans and Letter of Credit Participations outstanding. The purchase price for the RC Loans and Letter of Credit Participations so assigned shall be the principal amount of the RC Loans and unreimbursed Drawings so assigned plus the amount of accrued and unpaid interest thereon on the date of assignment. Upon payment of such purchase price, each other Bank shall be automatically deemed to have sold and made such an Additional Credit Extension Amendment executed by each assignment to such Additional Commitment Lender providing Bank and shall, to the Additional Commitments (and extent of the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender)interest assigned, be released from its obligations under this Agreement, and such Additional Commitment Bank shall be automatically deemed to have purchased and assumed such an assignment from each other Bank and, if not already a Bank hereunder, shall be a party hereto and, to the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion extent of the Administrative Agent interest assigned, have the rights and the Borrower, to effect the provisions obligations of a Bank under this Section 2.14Agreement.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Xcel Energy Inc), Credit Agreement (Xcel Energy Inc)
Increase in Commitments. (a) The Borrower may shall have the right, at any time prior to the date that is one hundred eighty (180) days prior to the Termination Date by written notice to and in consultation with the Administrative Agent elect Agent, to seek commitments request an increase in the aggregate Revolver Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional CommitmentsLender”) to increase the Commitments; ), or a combination thereof, provided that:
that (i) any such request for a Commitment Increase shall be in a minimum amount of $10,000,000, (ii) immediately after giving effect to any Commitment Increase, the aggregate amount of all Additional Revolver Commitments shall not exceed $200,000,000;
750,000,000, (iiiii) no Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date or shall result from any Commitment Increase, (iv) immediately after giving effect to any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in compliance with the covenants contained in Article V and (v) no consent of any Lender to such Commitment Increase shall be required and no Lender shall be obligated to participate as a Lender in such Commitment Increase. Such notice from the Borrower shall specify the requested amount of the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender. Other than fees payable under any letter agreement with the Administrative Agent or under any other letter agreement with a Lender acting as an arranger approved by the Administrative Agent, which shall be paid in accordance with their terms, any fees paid by the Borrower for a Commitment Increase to an Increasing Lender, an Additional Lender, the Administrative Agent or any Lender, as arranger, shall be for their own account and shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 amount, if any, mutually agreed upon by each such party and the Borrower, in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitmentseach party’s sole discretion.
(b) Each such notice Additional Lender must qualify as an Eligible Assignee (the selection of which shall specify (x) include the date (eachprior approval of the Administrative Agent). The Borrower and each Additional Lender shall execute a joinder agreement, an “Additional Commitments Effective Date”) on which and the Borrower proposes that the Additional Commitments and each Lender shall be effective, which shall be a date reasonably acceptable to execute all such other documentation as the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments Borrowers may reasonably require, all in form and the portion of the Additional Commitment substance reasonably satisfactory to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to evidence the Revolver Commitment adjustments referred to in Section 2.14(e); provided that the failure of any Lender that is not an Additional Lender or an Increasing Lender to execute any such documentation shall not impair the ability of the Additional Lenders, the Increasing Lenders and the Borrower to effect the provisions of a Commitment Increase pursuant to this Section 2.14.
(c) If the aggregate Revolver Commitments are increased in accordance with this Section 2.14, the Borrower (in consultation with the Administrative Agent), Increasing Lender(s) (if any) and Additional Lender(s) (if any) shall agree upon the effective date (the “Commitment Increase Date,” which shall be a Domestic Business Day not less than thirty (30) days prior to the Termination Date). The Administrative Agent shall promptly notify the Lenders of such increase and the Commitment Increase Date.
(d) This Notwithstanding anything set forth in this Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary, the Borrower shall not incur any Revolver Advances pursuant to any Commitment Increase (and no Commitment Increase shall be effective) unless the conditions set forth in Section 2.14(a) as well as the following conditions precedent are satisfied on the applicable Commitment Increase Date:
(i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent:
(A) a supplement to this Agreement signed by the Administrative Agent and each other Lender committing to the Commitment Increase, all other documentation required by the Administrative Agent pursuant to Section 2.14(b) and such other modifications, documents or items as the Administrative Agent, the Additional Lender, Increasing Lender or their counsel may reasonably request;
(B) an instrument, duly executed by the Borrower and each Guarantor acknowledging and reaffirming its obligations under this Agreement, the Collateral Documents, and the other Loan Documents to which it is a party;
(C) a certificate of the secretary or an assistant secretary of the Borrower and each Guarantor, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such party approving or consenting to such Commitment Increase;
(D) a certificate of the Chief Financial Officer or another Responsible Officer of the Borrower, certifying that (x) as of the Commitment Increase Date, all representations and warranties of the Borrower and the Guarantors contained in this Agreement and the other Loan Documents are true and correct (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct as of such date), (y) immediately after giving effect to such Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower is in compliance with the covenants contained in Article V, and (z) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to such Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof); and
(E) such other documents or items that the Administrative Agent, any Additional Lender, any Increasing Lender or their counsel may reasonably request.
(ii) In the case of any Borrowing of Revolver Advances in connection with such Commitment Increase for the purpose of funding an Acquisition, the applicable conditions set forth in this Agreement with respect to Acquisitions shall have been satisfied.
(e) On the Commitment Increase Date, (i) the aggregate principal outstanding amount of the Revolver Advances (the “Initial Advances”) immediately prior to giving effect to the Commitment Increase shall be deemed to be repaid, (ii) immediately after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings of Revolver Advances (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Advances and of the types and for the Interest Periods specified in a Notice of Borrowing delivered to the Administrative Agent in accordance with Section 2.01, (iii) each Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender’s pro rata percentage (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (z) such Lender’s pro rata percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds equal to the difference, if positive, between (y) such Lender’s pro rata percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances and (z) such Lender’s pro rata percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) the Lenders shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Revolver Commitments (calculated after giving effect to the Commitment Increase), (vi) the Borrower shall pay all accrued but unpaid interest on the Initial Advances to the Lenders entitled thereto, and (vii) Schedule 2.01 shall be deemed amended to reflect the Revolver Commitments of all Lenders after giving effect to the Commitment Increase. The deemed payments made pursuant to clause (i) above in respect of each Tranche Euro-Dollar Advance shall be subject to indemnification by the Borrower pursuant to the provisions of Section 8.05 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.
Appears in 2 contracts
Samples: Credit Agreement (Main Street Capital CORP), Credit Agreement (Main Street Capital CORP)
Increase in Commitments. (ai) The Borrower may WPZ shall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by written notice adding, subject to the prior approval of the Administrative Agent elect and the Issuing Banks (such approval not to seek commitments be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “Additional CommitmentsNew Lenders”) or by allowing one or more Lenders to increase the their respective Commitments; provided however that:
: (iA) prior to and after giving effect to the aggregate amount increase, no Default or Event of all Additional Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $2,000,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not exceed $200,000,000;
result in the increase of any Borrower Sublimit and (iiE) any such increase shall be evidenced by a commitment increase agreement in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments form and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date substance reasonably acceptable to the Administrative Agent and (y) executed by WPZ, the identity of Administrative Agent, the Persons (each of New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall be an Eligible Assignee (for this purpose treating a Lender indicate the amount and allocation of Additional Commitments as if it were an assignee)) whom such increase in the Borrower proposes would provide the Additional Aggregate Commitments and the portion effective date of such increase (the Additional Commitment “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to be provided this Section by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver execution and delivery to the Administrative Agent a certificate dated as of the Additional Commitments applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.052.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with any such Lender’s revised Applicable Percentages arising from Percentage after giving effect to any nonratable increase in the Commitments. If there is Aggregate Commitments under this Section.
(ii) As a new Borrowing condition precedent to each increase pursuant to subsection (a)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of Commitments on such Additional Commitments the Increase Effective Date, signed by a Responsible Officer of the Lenders General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such Additional Commitments shall make such Loans increase, (1) the representations and warranties (other than Added L/C Representations) contained in accordance with Section 2.01.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents are true and correct in all material respects on and as may be necessary or appropriateof the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the reasonable General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14each Lender.
(diii) This Section 2.14 Any Borrower shall supersede have the option, by agreement with any provisions in Section 2.13 Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or Section 10.01 cease to be an Issuing Bank under this Agreement and (B) increase or decrease the contraryLetter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 2 contracts
Samples: Credit Agreement (Williams Pipeline Partners L.P.), Credit Agreement (Williams Partners L.P.)
Increase in Commitments. (a) The So long as no Default or Event of Default exists or would arise therefrom, the Lead Borrower may shall have the right, at any time and from time to time after the Closing Date, to request an increase of the aggregate of the then outstanding Extended Commitments by written notice an amount not to exceed in the Administrative Agent elect to seek commitments (“Additional Commitments”) to increase the Commitmentsaggregate $75,000,000; provided that:
(i) that the Lead Borrower shall have the right to request additional increases of the then outstanding Extended Commitments by an amount equal to the aggregate amount of all Additional Non-Extended Commitments terminated (or will be terminated on or prior to the Commitment Increase Date (as defined below) for the relevant Commitment Increase (as defined below)) after the Second Amendment Effective Date in accordance with SECTION 2.15 or as a result of the occurrence of the Non-Extended Maturity Date. The Administrative Agent and the Lead Borrower shall not exceed $200,000,000;
(ii) determine the effective date of such requested increase and any such requested increase shall be first made available to all existing Extended Lenders on a pro rata basis, with any such Extended Lender accepting such increase in a timely fashion relative to the Commitment Increase Date. To the extent that the existing Extended Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Lead Borrower, the Administrative Agent, in consultation with the Lead Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Lead Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for amount of the Additional increase in the Extended Commitments requested by the Lead Borrower and not accepted by the existing Extended Lenders (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender providing Additional Commitments (in such capacityincreasing, its Commitment, an “Additional Commitment Lender”); and
, provided, however, that (ivi) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Lead Borrower, (ii) any Additional Commitment Lender which is not an existing Lender shall be required subject to provide the approval of the Administrative Agent, the Issuing Banks and the Lead Borrower (which approval shall not be unreasonably withheld or delayed), and (iii) without the consent of the Administrative Agent, at no time shall the Commitment of any Additional CommitmentsLender under this Agreement be less than $5,000,000. Each Commitment Increase shall be in a minimum aggregate amount of at least $15,000,000 and in integral multiples of $5,000,000 in excess thereof.
(b) Each No Commitment Increase shall become effective unless and until each of the following conditions have been satisfied or waived:
(i) If a Cash Dominion Event then exists, the Loan Parties shall have demonstrated, to the reasonable satisfaction of the Administrative Agent, that both before and after giving effect to such notice Commitment Increase and any Credit Extensions and Investments made in connection therewith, Holdings shall specify be in compliance with SECTION 6.11, on a Pro Forma Basis, as of the last day of the then most recently ended Fiscal Quarter;
(xii) The Borrowers, the date Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents as the Administrative Agent shall reasonably require;
(each, an “Additional Commitments Effective Date”iii) on which the Borrower proposes that The Borrowers shall have paid such fees and other compensation to the Additional Commitments shall be effective, which shall be a date reasonably acceptable Commitment Lenders and to the Administrative Agent as the Lead Borrower and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of such Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments Commitment Lenders and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower Administrative Agent shall agree;
(iv) The Borrowers shall deliver to the Administrative Agent a certificate and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers and dated as of such date;
(v) A Revolving Credit Note (to the Additional Commitments Effective Date signed by a Responsible Officer of extent requested) will be issued at the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect Borrowers’ expense, to any each such Additional Commitment Lender, to be in conformity with requirements of SECTION 2.07 (and pay any additional amounts required pursuant to Section 3.05with appropriate modification) to the extent necessary to keep reflect the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase new Commitment of each Additional Commitment Lender; and
(vi) The Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested in order to effectuate the Commitments. If there is a new Borrowing documentation of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01foregoing.
(c) The Additional Commitments Administrative Agent shall be documented by an Additional Credit Extension Amendment executed by promptly notify each Additional Lender as to the effectiveness of each Commitment Lender providing the Additional Commitments Increase (and the other Persons specified in the definition with each date of Additional Credit Extension Amendment but no other existing Lendersuch effectiveness being referred to herein as a “Commitment Increase Date”), and at such time (i) the Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, (ii) Schedule 1.1(a) shall be deemed modified, without further action, to reflect the revised Extended Commitment Percentage of the Extended Lenders and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased Extended Commitments.
(d) In connection with Commitment Increases hereunder, the Lenders and the Borrowers agree that, notwithstanding anything to the contrary in this Agreement, (i) the Borrowers shall, in coordination with the Administrative Agent, (x) repay outstanding Revolving Credit Loans of certain Lenders, and obtain Revolving Credit Loans from certain other Lenders (including the Additional Commitment Lenders), or (y) take such other actions as reasonably may be required by the Administrative Agent, in each case to the extent necessary so that all of the Lenders effectively participate in each of the outstanding Revolving Credit Extension Amendment may provide for such amendments Loans pro rata on the basis of their Commitment Percentages (determined after giving effect to any increase in the Commitments pursuant to this Agreement SECTION 2.02), and (ii) the other Loan Documents as may be necessary or appropriateBorrowers shall pay to the Lenders any costs of the type referred to in SECTION 2.16(b) in connection with any repayment and/or Revolving Credit Loans required pursuant to preceding clause (i). Without limiting the obligations of the Borrowers provided for in this SECTION 2.02, in the reasonable opinion of the Administrative Agent and the Borrower, Lenders agree that they will use their best efforts to effect attempt to minimize the provisions costs of this Section 2.14the type referred to in SECTION 2.16(b) which the Borrowers would otherwise occur in connection with the implementation of an increase in the Commitments.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 2 contracts
Samples: Credit Agreement (Music123, Inc.), Credit Agreement (Music123, Inc.)
Increase in Commitments. (a) The Borrower may may, by written notice to the Administrative Agent elect (which shall promptly deliver a copy to seek commitments (“Additional Commitments”) to increase each of the CommitmentsLenders), request that the total Commitments be increased; provided that:
(i) that the aggregate amount of all Additional total Commitments shall not exceed be increased by more than $200,000,000;
500,000,000 during the term of this Agreement pursuant to this Section. Such notice shall set forth the amount of the requested increase in the total Commitments and the date on which such increase is requested to become effective (iiwhich shall be not less than 10 Business Days or more than 60 days after the date of such notice), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase shall be their existing Commitments in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereofequal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent, and each Issuing Bank and the Swingline Lender (such amount approvals not to be unreasonably withheld), and the Borrower and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the total Commitments may be made in an amount which is less than $10,000,000 if such amount represents all remaining availability under the limit set forth in increase requested by the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date Borrower if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it Borrower is equal unable to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date arrange for, or chooses not to any Lender providing Additional Commitments (in such capacityarrange for, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional CommitmentsAugmenting Lenders.
(b) Each such notice shall specify (x) On the effective date (each, an the “Additional Commitments Increase Effective Date”) on which of any increase in the total Commitments pursuant to this Section 2.20 (the “Commitment Increase”), if any Revolving Loans are outstanding, then (unless the Commitment Increase is being effected by an increase in each Lender’s Commitment ratably in accordance with its Applicable Percentage) the Borrower proposes (i) shall prepay all Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its option, fund such prepayment by simultaneously borrowing Revolving Loans of the Types and for the Interest Periods specified in a Borrowing Request delivered pursuant to Section 2.03, which Revolving Loans shall be made by the Lenders (including the Increasing Lenders and the Augmenting Lenders, if any) ratably in accordance with their respective Commitments (calculated after giving effect to the Commitment Increase). The payments made pursuant to clause (i) above in respect of each Term SOFR Loan shall be subject to Section 2.16.
(c) Increases and new Commitments created pursuant to this Section 2.20 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above; provided that the Additional Commitments shall Borrower may, with the consent of the Administrative Agent (such consent not to be effectiveunreasonably withheld), which shall be a extend such date reasonably acceptable by up to 30 days by delivering written notice to the Administrative Agent and (y) no less than two Business Days prior to the identity of date specified in the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom notice delivered by the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent pursuant to the effectiveness first sentence of paragraph (a) above.
(d) Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Additional CommitmentsLender) or addition of an Augmenting Lender shall become effective under this Section unless (i) on the date of such increase, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions set forth in Section 4.02(aparagraphs (a) and (b) are satisfied. The of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower and (ii) the Administrative Agent shall prepay any Loans outstanding have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Additional Commitments Effective Date with respect to any Additional Commitment under clauses (b) and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.144.01.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Increase in Commitments. (a) The Borrower At any time prior to the applicable Maturity Date, Time Warner may from time to time, by written notice to the Administrative Agent elect (which shall promptly deliver a copy to seek commitments the Lenders) executed by Time Warner and one or more financial institutions that qualify as Eligible Assignees (any such financial institution, which may include any Lender, referred to in this Section being called an “Additional CommitmentsIncreasing Lender”) cause the Tranche One Commitments and/or the Tranche Two Commitments of the Increasing Lenders to be increased (or cause the Increasing Lenders to make new Tranche One Commitments and/or Tranche Two Commitments, as applicable) in an amount for each Increasing Lender (which shall not be less than $5,000,000) set forth in such notice; provided that (i) no Lender shall have any obligation to increase its Commitment of either Class pursuant to this Section, (ii) all new Tranche One Commitments and increases in existing Tranche One Commitments becoming effective under this Section during the Commitments; term of this Agreement shall not exceed $500,000,000 in the aggregate, (iii) all new Tranche Two Commitments and increases in existing Tranche Two Commitments becoming effective under this Section during the term of this Agreement shall not exceed $500,000,000 in the aggregate, (iv) each Increasing Lender, if not already a Lender hereunder, shall be reasonably satisfactory to (A) the Administrative Agent and (B) each Swingline Lender, Issuing Bank and Yen Fronting Lender whose approval would be required under Section 9.04(b) if such Increasing Lender were being assigned a Commitment of the same Class (which approvals, in the case of both (A) and (B), shall not be unreasonably withheld), (v) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and Time Warner (an “Accession Agreement”) and (vi) no Default or Event of Default has occurred and is continuing. New Commitments and increases in Commitments of any Class pursuant to this Section (a “Commitment Increase”) shall become effective on the date (the “Increase Effective Date”) specified in the applicable Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (i) such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender of the applicable Class hereunder and subject to all obligations of a Lender of the applicable Class hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the applicable Class of such Increasing Lender as provided that:
in such Accession Agreement. On the Increase Effective Date, (i) the aggregate principal amount of all Additional Commitments shall not exceed $200,000,000;
the Borrowings of the applicable Class of Revolving Loans outstanding (iithe “Initial Borrowings”) any such increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Commitment Increase on the Increase Effective Date; provided Date shall be deemed to be paid, (ii) each Increasing Lender that (x) shall have had a Commitment of the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately applicable Class of Revolving Loans prior to the Additional Commitments Effective Date if Commitment Increase shall pay to the Administrative Agent in same day funds (in the applicable Currencies), an amount equal to the difference between (A) the product of (1) such Lender’s Applicable Rate for Percentage of the outstanding Commitments with applicable Class (calculated after giving effect to the latest Maturity Date are automatically increased Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing (as hereinafter defined) of the applicable Class and (B) the product of (1) such Lender’s Applicable Percentage of the applicable Class (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of each Initial Borrowing of the applicable Class, (iii) each Increasing Lender that it shall not have had a Commitment of the applicable Class prior to the Commitment Increase shall pay to the Administrative Agent in same day funds (in the applicable Currencies) an amount equal to the product of (1) such Increasing Lender’s Applicable Percentage of the applicable Class (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing of the applicable Class, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Lender of the applicable Class (in the applicable Currencies) the portion of such funds that is equal to the difference between (A) the product of (1) such Lender’s Applicable Rate Percentage of the applicable Class (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of each Initial Borrowing of the applicable Class, and (B) the product of (1) such Lender’s Applicable Percentage of the applicable Class (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing of the applicable Class, (v) after the effectiveness of the Commitment Increase, the Borrowers shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in amounts (in the Currencies of the Initial Borrowings) equal to the amounts of the Initial Borrowings and of the Types and Class and for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (Interest Periods specified in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (vi) each Lender shall hold its Applicable Percentage of the applicable Class of each Subsequent Borrowing of the applicable Class (calculated after giving effect to the Commitment Increase) and (yvii) the identity of the Persons (each of which Borrowers shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver pay to the Administrative Agent a certificate dated as for the account of each Lender of the Additional Commitments Effective Date signed by a Responsible Officer applicable Class as set forth in Section 2.17 any and all accrued but unpaid interest on its Loans comprising the Initial Borrowings of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfiedapplicable Class. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required deemed payments made pursuant to Section 3.05clause (i) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.
(c) The Additional Commitments above shall be documented subject to compensation by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments Borrowers pursuant to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.142.15 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Time Warner Inc.)
Increase in Commitments. (a) The Borrower Alcoa may from time to time, by written notice to the Administrative Agent elect Agent, executed by Alcoa and one or more financial institutions (any such financial institution referred to seek commitments in this Section being called a “Prospective Lender”), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (“Additional Commitments”or cause Commitments to be extended by the Prospective Lenders, as the case may be) to increase the Commitmentsin an amount for each Prospective Lender set forth in such notice; provided that:
provided, however, that (i) the amount of any such increase in the Commitments shall be no less than $25,000,000, (ii) the sum of the aggregate amount of all Additional increases in Commitments under this Section 2.20, the aggregate amount of increases in commitments under Section 2.20 of the 2004 Five-Year Credit Agreement and the aggregate amount of increases in commitments under Section 2.20 of the 2005 Five-Year Credit Agreement, in each case during the term of this Agreement, shall not exceed $200,000,000;
500,000,000, (iii) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (iv) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases in Commitments and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereto, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless (i) the Administrative Agent shall have received documents consistent with those delivered under paragraphs (a) and (c) of Section 4.01 as to the corporate power and authority of Alcoa to borrow hereunder after giving effect to such increase and (ii) on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.02 shall be satisfied (with all references in an aggregate amount such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of $10,000,000 Alcoa. Following any increase of a Lender’s Commitment or any whole multiple extension of $500,000 in excess thereofa new Commitment pursuant to this paragraph, any Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interest Periods applicable thereto, and shall then be repaid or refinanced with new Loans made pursuant to Section 2.01; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under notwithstanding anything to the limit contrary in this Agreement, the conditions to borrowing set forth in the preceding clause (i);
(iii) the Additional Commitments Section 4.02 shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior not apply to such new Loans to the Additional Commitments Effective Date; provided extent they are in a principal amount not greater than that (x) of the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior Loans being refinanced. Notwithstanding anything to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (contrary in such capacitythis Agreement, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitmentsbe a Prospective Lender. ACCESSION AGREEMENT dated as of [•], among [ ] (the “Acceding Lender”), ALCOA INC., a Pennsylvania corporation (“Alcoa”), and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below).
A. Reference is made to the Credit Agreement (bFive-Year) Each dated as of April 25, 2003 (as amended from time to time, the “Credit Agreement”), among Alcoa, the Lenders and JPMorgan Chase Bank, N.A. (“JPMCB”), as Administrative Agent.
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such notice shall specify (xterms in the Credit Agreement.
C. Pursuant to Section 2.20(a) of the date (eachCredit Agreement, an “Additional Commitments Effective Date”) on which Alcoa has invited the Borrower proposes that Acceding Lender, and the Additional Commitments shall be effectiveAcceding Lender desires, which shall be to become a date reasonably acceptable party to the Credit Agreement and to assume the obligations of a Lender thereunder. The Acceding Lender is entering into this Agreement in accordance with the provisions of the Credit Agreement in order to become a Lender thereunder. Accordingly, the Acceding Lender, Alcoa and the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments agree as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.follows:
Appears in 1 contract
Increase in Commitments. (a) The Borrower may Company may, at any time after the Closing Date by written notice to the Administrative Agent elect to seek commitments Agent, propose an increase in the total L/C Tranche Commitments or RC Tranche Commitments hereunder (each such proposed increase being a “Additional CommitmentsCommitment Increase”) either by having a Lender increase its Commitment of the applicable Class then in effect (each an “Increasing Lender”) or by having a Person which is not then a Lender become a party hereto as a Lender with a new Commitment of the applicable Class hereunder (each an “Assuming Lender”), in each case, with the approval of the Administrative Agent (not to increase the Commitmentsbe unreasonably withheld); provided thatthat each Assuming Lender with a L/C Tranche Commitment shall be a NAIC Approved Bank or any other Person which shall have in effect a Confirming Bank Agreement or Limited Fronting Lender Agreement, in each case, with a Person or Lender, as applicable, which is a NAIC Approved Bank. Such notice shall specify (i) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the Class of the Commitments which is being increased, (iii) the amount of the Commitment Increase and the portion thereof being committed to by each such Increasing Lender or Assuming Lender and (iv) the date on which such Commitment Increase is to be effective (a “Commitment Increase Date”) (which shall be a Business Day at least five Business Days after delivery of such notice and 30 days prior to the Commitment Termination Date). Each Commitment Increase shall be subject to the following additional conditions:
(i) unless the aggregate Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any Commitment Increase shall be in a minimum amount of all Additional Commitments shall not exceed at least $200,000,00025,000,000;
(ii) any such increase unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an aggregate amount of at least $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i)25,000,000;
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date after giving effect to any Lender providing Additional Commitment Increase, the total Commitments (in such capacity, an “Additional Commitment Lender”); andhereunder shall not exceed $3,500,000,000;
(iv) no existing Lender Default has occurred and is continuing on the relevant Commitment Increase Date or shall be required to provide result from any Additional Commitments.Commitment Increase; and
(b) Each such notice shall specify (xv) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent representations and (y) the identity warranties of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions Loan Parties set forth in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may shall be necessary or appropriatetrue and correct in all material respects (or, in the reasonable opinion case of such representations and warranties qualified as to materiality, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each Commitment Increase (and the increase of the applicable Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date, of (a) a certificate of a Responsible Officer stating that the conditions with respect to such Commitment Increase under this Section have been satisfied and (b) an agreement, in form and substance satisfactory to the Company and the Administrative Agent, pursuant to which, effective as of such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its applicable Commitment, as applicable), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officer, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase to the Company and the Lenders (including, if applicable, each Assuming Lender). On each Commitment Increase Date, if there are Loans of the applicable Class then outstanding, each applicable Borrower shall simultaneously (i) prepay in full the outstanding Loans of such Class made to such Borrower immediately prior to giving effect to the relevant Commitment Increase in accordance with Section 2.08 and (ii) at such Borrower’s option in accordance with this Agreement, such Borrower may request to borrow new Loans of such Class from all the relevant Lenders (including, if applicable, any Assuming Lender) such that, after giving effect thereto, the provisions Loans of this Section 2.14.
such Class are held ratably by the relevant Lenders in accordance with their respective Commitments of such Class (d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 after giving effect to such Commitment Increase). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase any of its Commitments hereunder and any election to do so shall be in the sole discretion of such Lender.
Appears in 1 contract
Samples: Credit Agreement (American International Group Inc)
Increase in Commitments. (a) The Borrower may at any time and from time to time after the termination of the Limitation Period, by written notice to the Administrative Agent elect to seek commitments (“Additional Commitments”) to increase the Commitments; provided that:
(i) the aggregate amount of all Additional Commitments which shall not exceed $200,000,000;
(ii) any such increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior promptly deliver a copy to the Additional Commitments Effective Date; provided that (xBanks) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed executed by a Responsible Officer of the Borrower certifying and one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Bank”), which may include any Bank, cause the Commitments of the Increasing Banks to be increased (or cause the Increasing Banks to extend new Commitments) in an amount for each Increasing Bank (which shall not be less than $10,000,000) set forth in such notice, provided that (i) no Bank shall have any obligation to increase its Commitment pursuant to this paragraph, (ii) all new Commitments and increases in existing Commitments becoming effective under this paragraph during the conditions term of this Agreement shall not exceed $200,000,000 in Section 4.02(athe aggregate, (iii) each Increasing Bank, if not already a Bank hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (biv) are satisfiedeach Increasing Bank, if not already a Bank hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). The New Commitments and increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this Section 2.17. Upon the effectiveness of any Accession Agreement to which any Increasing Bank is a party, such Increasing Bank shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Bank hereunder and subject to all obligations of a Bank hereunder. Notwithstanding the foregoing, no increase in the Total Commitments (or in the Commitment of any Bank) pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered under Section 3.01(a)(ii) through (v), giving 128384814_9 effect to such increase, (ii) on the effective date of such increase, the representations and warranties of the Borrower and the Guarantors set forth in this Agreement shall be true and correct in all material respects and no Default shall have occurred and be continuing or would result therefrom, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (iii) (x) upon the reasonable request of any Bank made at least five (5) days prior to the effectiveness of any Accession Agreement, the Borrower shall prepay have provided to such Bank, and such Bank shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three (3) Business Days prior to the effectiveness of any Loans outstanding on Accession Agreement and (y) at least three (3) Business Days prior to the Additional effectiveness of any Accession Agreement, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Bank that so requests, a Beneficial Ownership Certification in relation to such Loan Party. On the effective date of any increase in the Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to this Section 3.05) 2.17, to the extent necessary to keep the there are outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective DateAdvances, the Lenders parties hereto shall implement such arrangements as may be agreed upon by the Borrower and the Administrative Agent to ensure that the proportion between the Banks’ outstanding Advances, after giving effect to such Additional Commitments shall make increase, and their respective Commitments, after giving effect to such Loans in accordance with Section 2.01.
(c) The Additional Commitments shall increase, will be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender)re-established, and the Additional Credit Extension Amendment may provide for effectiveness of such amendments to this Agreement and increase shall be conditioned on the other Loan Documents as may be necessary or appropriate, in the reasonable opinion implementation of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14.
(d) such arrangements. This Section 2.14 2.17 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Increase in Commitments. (a) The Borrower may by written notice Borrowers may, on any Business Day prior to the Termination Date and with the Administrative Agent elect to seek commitments (“Additional Commitments”) to Agent’s prior written consent, increase the Commitments; provided that:
(i) the aggregate amount of all Additional the Commitments shall not exceed $200,000,000;
(ii) any such increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth by delivering a Commitment Amount Increase Request substantially in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms form attached hereto as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (Exhibit F or in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably other form acceptable to the Administrative Agent at least five (5) Business Days (or such lesser period agreed to by the Administrative Agent) prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or additional Commitments for existing Lender(s)) and the amount of its Commitment (or additional amount of its Commitment(s)); provided, however, that (i) any increase of the aggregate amount of the Commitments to an amount in excess of $750,000,000 will require the approval of the Required Lenders, (ii) any increase of the aggregate amount of the Commitments shall be in an amount not less than $10,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase, and (yiv) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects at the identity time of such request and on the effective date of such Commitment Amount Increase. The effective date of the Persons (each of which Commitment Amount Increase shall be an Eligible Assignee agreed upon by the Borrowers and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (for this purpose treating a Lender of Additional Commitments as or, if it were an assigneeapplicable, existing Lender(s)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each shall advance Revolving Loans in an amount sufficient such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments its advance each Lender shall make such Loans in accordance with Section 2.01.
(c) The Additional Commitments have outstanding its Percentage of Revolving Loans. It shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing a condition to such effectiveness that (i) if any Eurodollar Loans are outstanding on the Additional Commitments (date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the other Persons specified in Borrowers shall pay any amounts owing to the definition Lenders pursuant to Section 1.10 hereof and (ii) the Borrowers shall not have terminated any portion of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments Commitments pursuant to this Agreement and the other Loan Documents as may be necessary or appropriate, in the Section 1.11(a) hereof. The Borrowers agree to pay any reasonable opinion expenses of the Administrative Agent and the Borrower, relating to effect the provisions of this Section 2.14.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Commitment.
Appears in 1 contract
Increase in Commitments. Borrowers may request an increase in Commitments from time to time upon not less than 10 Business Days’ notice to Agent, as long as (a) The Borrower may by written notice to the Administrative Agent elect to seek commitments (“Additional Commitments”) to requested increase the Commitments; provided that:
(i) the aggregate amount of all Additional Commitments shall not exceed $200,000,000;
(ii) any such increase shall be is in an aggregate a minimum amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be 5,000,000 and is offered on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Dateexisting Commitments, except for a closing fee specified by Borrowers, (b) total increases under this Section do not exceed $75,000,000 and no more than five increases are made; provided that the Commitment Increase (xas defined in the First Amendment) shall be disregarded for purposes of the limits set forth in this clause (b), and (c) the Additional requested increase does not cause the Commitments may have a higher Applicable Rate than to exceed 90% of any applicable cap under any intercreditor or subordination agreement (including the outstanding Commitments with Intercreditor Agreement). Agent shall promptly notify Lenders of the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacityrequested increase and, an “Additional Commitment Lender”); and
(iv) no existing within five Business Days thereafter, each Lender shall be required notify Agent if and to what extent such Lender commits to increase its Commitment. No Lender is obligated to provide any Additional Commitments.
(b) Each increase, and any Lender not responding within such notice period shall specify (x) be deemed to have declined an increase. If Xxxxxxx fail to commit to the date (eachfull requested increase, an “Additional Eligible Assignees may issue additional Commitments Effective Date”) on which and become Lenders hereunder. Agent may allocate, in consultation with Borrowers, the Borrower proposes that the Additional increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Total Commitments shall be effectiveincreased by the requested amount (or such lesser amount committed by Xxxxxxx and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, which provided (i) the conditions set forth in Section 6.2 are satisfied at such time and (ii) flood insurance diligence and documentation have been completed as required by all Flood Laws or otherwise in a manner satisfactory to all Lenders. Agent, Obligors, and the new and existing Lenders shall execute and deliver such documents and agreements as Agent reasonably deems appropriate to evidence the increase in and allocations of Commitments and Obligors shall pay any reasonable and documented out-of-pocket fees and expenses incurred in connection therewith. On the effective date of an increase, the Revolver Usage and other exposures under the Commitments shall be a date reasonably acceptable to the Administrative reallocated among Lenders, and settled by Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitmentsnecessary, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01Lenders’ adjusted shares of Commitments.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Samples: Loan, Security and Guaranty Agreement (Atlas Energy Solutions Inc.)
Increase in Commitments. (a) The Borrower may by written notice to Lenders on the Administrative Agent elect to seek commitments (“Additional Commitments”) to increase the Commitments; provided that:
(i) the aggregate amount of all Additional Commitments shall not exceed $200,000,000;
(ii) any such increase Closing Date shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit Lenders set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional CommitmentsSchedule 2.01.
(b) Each such notice shall specify At any time after the Closing Date through November , 2007, but in no event more than three (x3) times, Administrative Agent may, from time to time at the date request of Borrower, increase the Aggregate Commitments by (eachi) admitting additional Lenders hereunder (each a “Subsequent Lender”), or (ii) increasing the Commitment of any Lender (each an “Additional Commitments Effective DateIncreasing Lender”) on which the Borrower proposes that the Additional Commitments shall be effective), which shall be a date reasonably acceptable subject to the following conditions:
(A) each Subsequent Lender is an Eligible Assignee;
(B) Borrower executes (1) a new Note payable to the order of a Subsequent Lender, if requested, (2) a replacement Note payable to the order of an Increasing Lender if such Increasing Lender previously received a Note, or (3) a new Note payable to the order of an Increasing Lender if such Increasing Lender never received a Note, if requested;
(C) each Subsequent Lender executes and delivers to Administrative Agent a signature page to this Agreement;
(D) each Increasing Lender acknowledges in writing to Administrative Agent and Borrower the increase in its Commitment;
(yE) after giving effect to the admission of any Subsequent Lender or the increase in the Commitment of any Increasing Lender, the Aggregate Commitment does not exceed $250,000,000;
(F) the identity of increase in the Persons (each of which Aggregate Commitment shall be an Eligible Assignee in a minimum amount of $5,000,000;
(for this purpose treating a Lender of Additional Commitments as if it were an assignee)G) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness no admission of any Additional Subsequent Lender shall increase the Commitment of any existing Lender without the written consent of such Lender;
(H) no Default or Event of Default exists;
(I) the amount of all increases in the Aggregate Commitments pursuant to this Section 2.14 shall not exceed $100,000,000 in the aggregate; and
(J) Borrower shall have paid to Administrative Agent and Arranger all fees payable in connection with the increase in the Aggregate Commitments. After the admission of any Subsequent Lender or the increase in the Commitment of any Increasing Lender, Administrative Agent shall promptly provide to each Lender and to Borrower a new Schedule 2.01 to this Agreement. In the event that there are any Borrowings outstanding after giving effect to an increase in the Aggregate Commitments pursuant to this Section 2.14, upon notice from Administrative Agent to each Lender, the amount of such Borrowings owing to each Lender shall be appropriately adjusted to reflect the new Pro Rata Share of Lenders, and Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Increase in Commitments. (a) The At any time prior to the Business Day immediately preceding the Scheduled Maturity Date, the Borrower may effectuate one or more increases in the Aggregate Commitments (each such increase being a “Commitment Increase”), by written notice designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the Administrative Agent elect time agree, in the case of any existing Lender, to seek commitments increase its Commitment as such Lender shall so select (an “Increasing Lender”) and, in the case of any Eligible Assignee that is not an existing Lender (an “Additional CommitmentsLender”) ), to increase the Commitmentsbecome a party to this Agreement as a Lender; provided that:
provided, however, that (i) the aggregate amount of all Additional Commitments each such Commitment Increase shall not exceed be equal to at least $200,000,000;
5,000,000, (ii) any such increase all Commitments and Loans provided pursuant to a Commitment Increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be available on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior those applicable to the existing Commitments and Loans except as to upfront fees which may be as agreed to between the Borrower and such Increasing Lender or Additional Commitments Effective Date; provided that Lender, as the case may be, (xiii) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased aggregate of all such that it is Commitment Increases shall not exceed an amount equal to the Applicable Rate for the Additional Commitments sum of $100,000,000, and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender such Commitment Increase shall not effect an increase in the Aggregate Commitments if the Maturity Date has occurred. The Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.15 to the Administrative Agent and the Lenders. This Section 2.15 shall not be required construed to provide create any Additional Commitmentsobligation on the Administrative Agent or any of the Lenders to advance or to commit to advance any credit to the Borrower or to arrange for any other Person to advance or to commit to advance any credit to the Borrower.
(b) Each such notice The Commitment Increase shall specify (x) become effective on the date (each, an the “Additional Commitments Effective Increase Date”) on or prior to which each of following conditions shall have been satisfied: (i) the Borrower proposes that receipt by the Additional Commitments shall be effective, which shall be a date Administrative Agent of (A) an agreement in form and substance reasonably acceptable satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender and (yB) such evidence of appropriate authorization on the part of the Borrower and the Guarantors with respect to such Commitment Increase and such legal opinions as the Administrative Agent may reasonably request, (ii) the identity funding by each Increasing Lender and Additional Lender of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment Loans to be provided made by each such Person. As a condition precedent Lender to effect the effectiveness of any Additional Commitmentsprepayment requirement set forth in Section 2.4(c)(iii), the Borrower shall deliver to (iii) receipt by the Administrative Agent of a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer an authorized officer of the Borrower certifying that the conditions in Section 4.02(a(A) both before and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Commitment Increase, no Default has occurred and is continuing and (B) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date and (iv) receipt by the Increasing Lender or Additional Commitments shall make Lender, as applicable, of all such Loans in accordance with Section 2.01fees as agreed to between such Increasing Lender and /or Additional Lender and the Borrower.
(c) The Additional Commitments On such Increase Date, each Lender’s share of the Letter of Credit Exposure on such date shall automatically be documented by an Additional deemed to equal such Lender’s Pro Rata Share of such Letter of Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments Obligations (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide such Pro Rata Share for such amendments Lender to this Agreement and the other Loan Documents be determined as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Increase Date in accordance with its Commitment on such date as a percentage of the Borrower, to effect the provisions of this Section 2.14Aggregate Commitments on such date) without further action by any party.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Increase in Commitments. (a) The Borrower may by written Provided no Default has occurred and is continuing, upon notice to the Administrative Agent elect (which shall promptly notify the Lenders), the Borrower may from time to seek commitments (“Additional Commitments”) to time, request an increase the Commitments; provided that:
(i) in the aggregate amount of the Commitments by an amount (for all Additional Commitments shall such requests) not exceed exceeding $200,000,000;
(ii) 75,000,000 in the aggregate; provided that any such request for an increase shall be in an aggregate a minimum amount of $10,000,000 or any whole multiple of $500,000 10,000,000. Any such increase in excess thereof; provided that such amount the aggregate Commitments may be less than $10,000,000 if provided by any Lender willing to participate in such amount represents all remaining availability under the limit set forth in the preceding clause increase (ieach such Lender, a “Participating Lender”);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior , or, subject to the Additional Commitments Effective Date; provided that (x) approval of the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) Administrative Agent, Eligible Assignees designated by the Borrower may pay upfront fees on the Additional Commitments Effective Date that are willing to any Lender providing Additional Commitments (participate in such capacityincrease (each, an “Additional Commitment Increasing Lender”); and
(iv) no existing and to become Lenders pursuant to a “Joinder Agreement”, in form and substance reasonably satisfactory to the Administrative Agent, pursuant to which such Increasing Lender shall become a party to this Agreement. The Administrative Agent and the Borrower shall determine (A) the final allocation of such increase among the Participating Lenders and Increasing Lenders and Schedule 2.01 attached hereto shall be required automatically updated to provide reflect the same and (B) the effective date (the “Increase Effective Date”) of any Additional Commitmentssuch increase. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitmentssuch increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Additional Commitments Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer duly authorized officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase (which may be covered in resolutions authorizing Borrowings on and after the Closing Date), and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article III and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.16, the conditions representations and warranties contained in Section 4.02(a3.04(a) shall be deemed to refer to the most recent financial statements furnished in connection with the statements delivered pursuant to clauses (a) and (b) are satisfiedof Section 5.01, and (B) no Default has occurred and is continuing. The Borrower shall prepay any Loans outstanding on the Additional Commitments Increase Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.052.12) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01under this Section.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14.
(d) This Section 2.14 2.16 shall supersede any provisions in Section 2.13 2.14(c) or Section 10.01 9.02 to the contrary.
Appears in 1 contract
Increase in Commitments. (a) The Borrower may on one occasion at any time not later than three months prior to the Maturity Date, by written notice to the Administrative Agent elect (which shall promptly deliver a copy to seek commitments each of the Lenders), request that the total Commitments be increased by an amount that will not result in the total Commitments under this Agreement exceeding $500,000,000 minus the amount of any reduction of the Commitments pursuant to Section 2.08. Such notice shall set forth the amount of the requested increase in the total Commitments and the date on which such increase is requested to become effective (which shall be not less than 30 days or more than 60 days after the date of such notice), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to the Borrower and the Administrative Agent given not more than 30 days after the date of the Borrower’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Additional CommitmentsIncreasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 30 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the Commitments; provided event that:
(i) , on the 30th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount of all Additional less than the increase in the total Commitments shall not exceed $200,000,000;
requested by the Borrower, the Administrative Agent may arrange for one or more banks or other financial institutions (ii) any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase shall be their existing Commitments in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereofequal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Borrower and the Administrative Agent (which approvals shall not be unreasonably withheld) and each Augmenting Lender shall execute all such amount may be less than $10,000,000 if documentation as the Administrative Agent shall specify to evidence its Commitment and its status as a Lender hereunder. Increases and new Commitments created pursuant to this clause (a) shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of this paragraph. Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) shall become effective under this paragraph unless, (i) on the date of such amount represents all remaining availability under increase, the limit representations and warranties of the Borrower set forth in this Agreement shall be true and correct and no Default shall have occurred and be continuing, and the preceding clause Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (i);
ii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Effective Date under clauses (b) and (c) of Section 4.01 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase and (iii) the Additional Commitments following any such increase pursuant to this Section, no Lender shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate Commitment representing more than 30% of the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional total Commitments.
(b) Each such notice shall specify (x) On the effective date (each, an the “Additional Commitments Increase Effective Date”) of any increase in the total Commitments pursuant to Section 2.05(a) (the “Commitment Increase”), (i) the aggregate principal amount of the Loans outstanding (the “Initial Loans”) immediately prior to giving effect to the Commitment Increase on which the Borrower proposes that the Additional Commitments Increase Effective Date shall be effectivedeemed to be paid, which (ii) each Increasing Lender and each Augmenting Lender that shall be have been a date reasonably acceptable Lender prior to the Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the difference between (A) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (yB) the identity product of (1) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Persons Initial Loans, (iii) each of which Augmenting Lender that shall be an Eligible Assignee (for this purpose treating not have been a Lender prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of Additional Commitments as if it were an assignee)(1) whom such Augmenting Lender’s Applicable Percentage (calculated after giving effect to the Borrower proposes would provide Commitment Increase) multiplied by (2) the Additional Commitments amount of the Subsequent Borrowings, and (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Non-Increasing Lender the portion of such funds that is equal to the Additional difference between (A) the product of (1) such Non-Increasing Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, and (B) the product of (1) such Non-Increasing Lender’s Applicable Percentage (calculated after giving effect to be provided the Commitment Increase) multiplied by each such Person. As a condition precedent to (2) the amount of the Subsequent Borrowings, (v) after the effectiveness of any Additional Commitmentsthe Commitment Increase, the Borrower shall deliver be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent a certificate dated as in accordance with Section 2.03, (vi) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Applicable Percentage of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and each Subsequent Borrowing (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders calculated after giving effect to such Additional Commitments the Commitment Increase) and (vii) the Borrower shall make such Loans pay each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (i) above in accordance with Section 2.01.
(c) The Additional Commitments respect of each Eurodollar Loan shall be documented subject to indemnification by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments Borrower pursuant to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.142.15 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Samples: Competitive Advance and Revolving Credit Facility Agreement (Convergys Corp)
Increase in Commitments. (a) The Borrower Alcoa may from time to time, by written notice to the Administrative Agent elect Agent, executed by Alcoa and one or more financial institutions (any such financial institution referred to seek commitments in this Section being called a “Prospective Lender”), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (“Additional Commitments”or cause Commitments to be extended by the Prospective Lenders, as the case may be) to increase the Commitmentsin an amount for each Prospective Lender set forth in such notice; provided that:
provided, however, that (i) the amount of any such increase in the Commitments shall be no less than $25,000,000, (ii) the sum of the aggregate amount of all Additional increases in Commitments under this Section 2.21, during the term of this Agreement, shall not cause the Total Commitments to exceed $200,000,000;
2,000,000,000, (iii) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (iv) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases in Commitments and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereto, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01(a) shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01(a) shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section 2.21 unless (i) the Administrative Agent shall have received documents consistent with those delivered under paragraphs (a) and (c) of Section 4.01 as to the corporate power and authority of Alcoa to borrow hereunder after giving effect to such increase and (ii) on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.02 shall be satisfied (with all references in an aggregate amount such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of $10,000,000 Alcoa. Following any increase of a Lender’s Commitment or any whole multiple extension of $500,000 in excess thereofa new Commitment pursuant to this paragraph, any Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Loans made pursuant to Section 2.01; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under notwithstanding anything to the limit contrary in this Agreement, the conditions to borrowing set forth in the preceding clause (i);
(iii) the Additional Commitments Section 4.02 shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior not apply to such new Loans to the Additional Commitments Effective Date; provided extent they are in a principal amount not greater than that (x) of the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior Loans being refinanced. Notwithstanding anything to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (contrary in such capacitythis Agreement, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01Prospective Lender.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Increase in Commitments. (a) The Provided there exists no Default or Event of Default and prior to the date thereof the Borrower may by written has not made any voluntary reduction of the Aggregate Revolving Credit Commitments, upon not less than five Business Days' prior notice to the Administrative Agent elect to seek commitments (“Additional Commitments”) to which shall promptly notify the Lenders), the Borrower may, on a one-time basis on any Business Day after the Effective Date, increase the Commitments; Aggregate Commitments by a principal amount not exceeding the Maximum Increase Amount, provided that:
that such increase with respect to any Facility must be made in a minimum amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Such notice shall indicate (i) the aggregate amount of all Additional Commitments shall not exceed $200,000,000;
such increase, (ii) any whether such increase shall is to be in an aggregate to the Revolving Credit Facility, the Term Loan A Facility, the Term Loan B Facility, or a specified combination thereof (and if to more than one Facility, the amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that the aggregate increase to be allocated to each such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (iFacility);
, (iii) the Additional identity of those Persons, each of whom meets the definition of an Eligible Assignee (the Borrower's approval being deemed given by inclusion of such Person in such notice), who will be accepting the increase in the Aggregate Commitments shall be (the "Increase Lenders"), (iv) the Facility and the amount of each such Person's commitment, and (v) the proposed effective date of such increase (all of which must occur on the same terms as date, the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments "Increase Effective Date; provided that (x) "). The Borrower may, but is not required to, offer the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior existing Lenders an opportunity to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date commit to any Lender providing Additional Commitments (in such capacityincrease, an “Additional Commitment Lender”); and
(iv) it being understood that no existing Lender shall will have any obligation to commit to any such increase. In the event that the aggregate commitments from the Increase Lenders exceed either the aggregate proposed increase or the proposed increase for any Facility, the Borrower and the Administrative Agent will mutually determine the identity of those Persons who will become Increase Lenders and the final allocation to each of them. Each Increase Lender that is not a Lender hereunder prior to such time will become a Lender hereunder pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. The Credit Extension of any increase in the Term Loan A Facility or the Term Loan B Facility hereunder will be made in a manner, and upon the satisfaction of conditions, reasonably similar to those required to provide any Additional Commitmentsfor the Credit Extension of the Term Loan B Facility with appropriate adjustments, determined by the Administrative Agent in its reasonable judgment.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitmentssuch increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Additional Commitments Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the Borrower resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the conditions representations and warranties contained in Section 4.02(asubsections (a) and (b) are satisfied. The Borrower of Section 5.05 shall prepay any Loans outstanding on be deemed to refer to the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 3.056.01, and (B) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising no Default or Event of Default exists or would result from any nonratable such increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after (giving pro forma effect to such Additional Commitments shall make such Loans in accordance with Section 2.01thereto).
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing Upon the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions exercise of this Section 2.142.15, and as conditions to the effectiveness thereof, (i) each Increase Lender will make those representations and warranties made by an Eligible Assignee in connection with an assignment pursuant to Section 10.07, in a manner acceptable to the Administrative Agent, (ii) each Guarantor will reaffirm its obligations under the applicable Guaranty in connection with the increased principal amount of the applicable Facilities, and (iii) the amortization of the Term Loan A Facility pursuant to Section 2.08 will be adjusted as necessary to provide at each date set forth therein for a payment of principal in an amount which is a percentage of the Outstanding Amount of the Term Loan A after its increase as provided in this Section 2.15 that is equal to the ratio determined by the payment set forth opposite such date as of September 2, 2003 to the Outstanding Amount of the Term Loan A on September 2, 2003.
(d) In the event that any amount of the increase in the Aggregate Commitments is to be to the Term Loan B Facility (the "TLB Increase Amount"), the Applicable Margin for Eurodollar Rate Segments and Base Rate Segments of the TLB Increase Amount shall be equivalent to the Applicable Margin then applicable to Eurodollar Rate Segments and Base Rate Segments of the then existing Term Loan B; provided, however, in the event the Applicable Margin required successfully to arrange the TLB Increase Amount (the "TLB Increase Amount Applicable Margin") is greater than the Applicable Margin then applicable to the Term Loan B, then the Applicable Margin with respect to the entire Term Loan B, including the TLB Increase Amount, shall be increased to equal the TLB Increase Amount Applicable Margin effective as of the effective date of the TLB Increase Amount; provided further that if the TLB Increase Amount is issued at a discount or with payment of fees, the Term Loan B Lenders of the then existing Term Loan B shall be compensated in an economically equivalent manner. It is understood that any increase in the Applicable Margin pursuant to the first proviso in the preceding sentence and any compensation to be made in connection with a discount or fee paid with respect to the TLB Increase Amount shall only apply to the Term Loan B Facility on and after the Increase Effective Date.
(e) This Section 2.14 2.15 shall supersede any provisions in Section 2.13 Sections 2.14 or Section 10.01 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Jarden Corp)
Increase in Commitments. (a) The Prior to the Revolving Termination Date, Borrower may may, by written notice to the Administrative Agent elect (which shall promptly deliver a copy of each to seek the Lenders), request that the Commitment be increased by an amount not less than $10,000,000 for any such increase; provided (i) that such request for increase may be given only once during the term hereof and (ii) that after giving effect to any such increase the sum of the Commitment and the commitments under the Multi- Year Revolving Agreement shall not exceed $200,000,000 minus any amount by which the Commitment and the commitments under the Multi-Year Revolving Agreement shall have been reduced pursuant to SECTION 2.2 and SECTION 2.3 of the Multi-Year Revolving Agreement. Such notice shall set forth the amount of the requested increase in the Commitment and the date on which such increase is requested to become effective (“Additional Commitments”which shall be not less than 45 days or more than 60 days after the date of such notice), and at Borrower's option, may offer to one or more existing Lenders and/or other banks or financial institutions (any such Lender or other bank or other financial institution referred to in this clause (a) being called an "AUGMENTING LENDER") the opportunity to extend credit hereunder or increase their existing Committed Sums in an aggregate amount equal to the proposed increase; provided that no Lender shall be obligated to agree to increase its Committed Sum; and provided further that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the Commitments; provided that:approval of the Administrative Agent (which approval shall not be unreasonably withheld) and the Borrower and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Commitment Percentage and status as a Lender hereunder. Any increase in the Commitment may be made in an amount which is less than the increase requested by Borrower if Borrower is unable to arrange for Augmenting Lenders with sufficient Committed Sums.
(b) On the effective date (the "INCREASE EFFECTIVE DATE") of any increase in the Commitment pursuant to this SECTION 2.3 (the "COMMITMENT INCREASE"), (i) the aggregate principal amount of all Additional Commitments the Borrowings outstanding (the "INITIAL LOANS") immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall not exceed $200,000,000;
be deemed to be paid, (ii) any each Augmenting Lender that shall have been a Lender prior to the Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the difference between (A) the product of (1) such increase shall be in an aggregate Lender's Commitment Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of $10,000,000 or any whole multiple the Subsequent Borrowings (as hereinafter defined) and (B) the product of $500,000 in excess thereof; provided that (1) such Lender's Commitment Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount may be less than $10,000,000 if such amount represents all remaining availability under of the limit set forth in the preceding clause (i);
Initial Loans, (iii) the Additional Commitments each Augmenting Lender that shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately not have been a Lender prior to the Additional Commitments Effective Date; provided that Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (x1) such Augmenting Lender's Commitment Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the Additional Commitments may have amount of the Subsequent Borrowings, and (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Lender whose Committed Sum is not being increased (a higher Applicable Rate than "NON-INCREASING LENDER") the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased portion of such funds that it is equal to the Applicable Rate difference between (A) the product of (1) such Non-Increasing Lender's Commitment Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, and (B) the product of (1) such Non-Increasing NBPLP CREDIT AGREEMENT Lender's Commitment Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (v) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the "SUBSEQUENT BORROWINGS") in an aggregate principal amount of the Initial Loans and of the types and for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (Interest Periods specified in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable Borrowing Request delivered to the Administrative Agent in accordance with SECTION 2.4, (vi) each Non-Increasing Lender and each Augmenting Lender shall be deemed to hold its Commitment Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (yvii) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver pay each Augmenting Lender that shall have been a Lender prior to the Commitment Increase and each Non-Increasing Lender any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to indemnification by Borrower pursuant to the provisions of SECTION 4.5 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result.
(c) Increases and new Commitments created pursuant to this SECTION 2.3 shall become effective on the date specified in the notice delivered by Borrower pursuant to the first sentence of paragraph (a) above.
(d) Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) or addition of a new Lender shall become effective under this Section unless, (i) on the date of such increase, the conditions set forth in SECTIONS 7.1 and 7.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated as of the Additional Commitments Effective Date signed such date and executed by a Responsible Officer Officer, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Borrower certifying that the conditions in Section 4.02(aLenders) and (b) are satisfied. The Borrower shall prepay any Loans outstanding documents consistent with those delivered on the Additional Commitments Effective Date with respect to any Additional Commitment (under SECTIONS 7.1 and pay any additional amounts required pursuant to Section 3.05) 7.2 as to the extent necessary partnership power and authority of Borrower to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders borrow hereunder after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01increase.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Northern Border Partners Lp)
Increase in Commitments. (a) The Borrower may at any time and from time to time prior to the Five-Year Revolving Termination Date or Tranche B Revolving Termination Date, as applicable, by written notice to the Administrative Agent elect (which shall promptly deliver a copy to seek commitments each of the Lenders), request that the total Five-Year Revolving Commitments and/or the Tranche B Revolving Commitments be increased by an amount, in the aggregate, not exceeding $150,000,000. Each such notice shall set forth the amount of the requested increase in the Total Five-Year Revolving Commitments or the Total Tranche B Revolving Commitments, as the case may be, and the date (“Additional Commitments”the "Proposed Effective Date") on which such increase is requested to become effective (which shall be not less than 30 days after the date of such notice), and shall offer each Lender the opportunity to increase the Commitments; provided that:
its (i) Five-Year Revolving Commitment by its Five-Year Revolving Percentage of the aggregate proposed increase in the amount of all Additional the Total Five-Year Revolving Commitments shall not exceed $200,000,000;
or (ii) Tranche B Revolving Commitment by its Tranche B Revolving Percentage of the proposed increase in the amount of the Total Tranche B Revolving Commitments. Each Lender shall, by notice to the Borrower and the Administrative Agent given not less than 15 days prior to the Proposed Effective Date, either agree to increase its Five-Year Revolving Commitment or Tranche B Revolving Commitment, as the case may be, by all or a portion of the offered amount (each (i) Lender so agreeing to an increase in its Five-Year Revolving Commitment being an "Increasing Five-Year Lender" and (ii) Lender so agreeing to an increase in its Tranche B Revolving Commitment being an "Increasing Tranche B Lender", and the Increasing Five-Year Lenders and the Increasing Tranche B Lenders being collectively referred to as "Increasing Lenders") or decline to increase its Five-Year Revolving Commitment or Tranche B Revolving Commitment, as the case may be (and any Lender that does not deliver such a notice within such period shall be deemed to have declined to increase its Five-Year Revolving Commitment or Tranche B Revolving Commitment, as the case may be) (each Lender so declining or deemed to have declined an increase in its Five-Year Revolving Commitment being a "Non-Increasing Five-Year Lender" and each Lender so declining or deemed to have declined an increase in its Tranche B Revolving Commitment being a "Non-Increasing Tranche B Lender", as the case may be, and the Non-Increasing Five-Year Lenders and Non-Increasing Tranche B Lenders being collectively referred to herein as "Non-Increasing Lenders"). In the event that, on the 15th day prior to the Proposed Effective Date, the Lenders shall have agreed pursuant to the preceding sentence to increase their Five-Year Revolving Commitments or Tranche B Revolving Commitments, as the case may be, by an aggregate amount less than either the increase in the Total Five-Year Revolving Commitments or Tranche B Revolving Commitments, as the case may be, requested by the Borrower, the Borrower may arrange for one or more banks, financial institutions or other entities (any such banks, financial institutions or other entities referred to in this paragraph being called (i) in the case of an increase shall be in the Five-Year Revolving Commitments, an "Augmenting Five-Year Lender" and (ii) in the case of an increase in the Tranche B Revolving Commitments, an "Augmenting Tranche B Lender", and the Augmenting Five-Year Lenders and Augmenting Tranche B Lenders, collectively referred to herein as the "Augmenting Lenders"), which may include any Lender, to extend Five-Year Revolving Commitments or Tranche B Revolving Commitments, as the case may be, or increase their existing Five-Year Revolving Commitments or Tranche B Revolving Commitments, as the case may be, in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior equal to the Additional Commitments Effective Date; unsubscribed amount for such type of Commitment, provided that (xi) the Additional Commitments may have each Augmenting Lender, if not already a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior Lender hereunder, shall be subject to the Additional Commitments Effective Date if approval of the Applicable Rate for Borrower and the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments Administrative Agent (which approvals shall not be unreasonably withheld) and (yii) the Borrower and each applicable Increasing Lender or Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Five-Year Revolving Commitment or Tranche B Revolving Commitment, as the case may pay upfront fees be, and its status as a Lender. Increases and new Commitments created pursuant to this clause shall become effective on the Additional Commitments Proposed Effective Date to any Lender providing Additional Commitments (in or such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender later date as shall be required to provide any Additional Commitments.
(b) Each such notice shall specify (x) agreed by the date (eachBorrower, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (ythe relevant Lender) and the identity of the Persons Administrative Agent shall notify each affected Lender thereof (each such notice, an "Increase Notice"). Notwithstanding the foregoing, no increase in the Total Five-Year Revolving Commitments or the Total Tranche B Revolving Commitments, as the case may be (or in the Five-Year Revolving Commitment or Tranche B Revolving Commitment of which any Lender), shall be an Eligible Assignee become effective under this paragraph unless, (for this purpose treating a Lender i) on the proposed date of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitmentssuch increase, the Borrower conditions set forth in paragraphs (a) and (b) of Section 5.2 shall deliver to be satisfied and the Administrative Agent shall have received a certificate to that effect dated as of the Additional Commitments Effective Date signed such date and executed by a Responsible Officer of the Borrower certifying that and (ii) the conditions in Section 4.02(aAdministrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Closing Date under paragraphs (d) and (be) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to of Section 3.05) 5.1 as to the extent necessary corporate power and authority of the Borrower to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders borrow hereunder after giving effect to such Additional increase.
(b) On the effective date (a "Five-Year Increase Effective Date") of any increase in the Total Five-Year Revolving Commitments pursuant to paragraph (a) above (each a "Five-Year Revolving Commitment Increase"), (i) the aggregate principal amount of the Five-Year Revolving Loans outstanding (the "Initial Five-Year Loans") immediately prior to giving effect to such Five-Year Revolving Commitment Increase on the related Five-Year Increase Effective Date shall make be deemed to be paid, (ii) each Increasing Five-Year Lender and each Augmenting Five-Year Lender that shall have been a Lender prior to such Five-Year Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the difference between (A) the product of (I) such Lender's Five-Year Revolving Percentage (calculated after giving effect to such Five-Year Revolving Commitment Increase but prior to the making of the related Subsequent Five-Year Loans) multiplied by (II) the amount of the related Subsequent Five-Year Loans and (B) the product of (I) such Lender's Five-Year Revolving Percentage (calculated without giving effect to such Five-Year Revolving Commitment Increase, the deemed payment of the Initial Five-Year Loans and the making of the related Subsequent Five-Year Loans) multiplied by (II) the amount of such Initial Five-Year Loans, (iii) each Augmenting Five-Year Lender that shall not have been a Lender prior to such Five-Year Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (a) such Augmenting Five-Year Lender's Five-Year Revolving Percentage (calculated after giving effect to such Five-Year Revolving Commitment Increase and the deemed payment of the Initial Five-Year Loans but prior to the making of the related Subsequent Five-Year Loans) multiplied by (b) the amount of such Subsequent Five-Year Loans, and (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Non-Increasing Five-Year Lender the portion of such funds that is equal to the difference between (A) the product of (I) such Non-Increasing Five-Year Lender "s Five-Year Revolving Percentage (calculated without giving effect to such Five-Year Revolving Commitment Increase, the deemed payment of the Initial Five-Year Loans and the making of the related Subsequent Five-Year Loans) multiplied by (II) the amount of such Initial Five-Year Loans, and (B) the product of (I) such Non-Increasing Five-Year Lender's Five-Year Revolving Percentage (calculated after giving effect to such Five-Year Revolving Commitment Increase and the deemed payment of the Initial Five-Year Loans but prior to the making of the related Subsequent Five-Year Loans) multiplied by (II) the amount of the related Subsequent Five-Year Loans, (v) after the effectiveness of such Five-Year Revolving Commitment Increase, the Lenders shall be deemed to have made new Five-Year Loans (the "Subsequent Five-Year Loans") pursuant to Section 2.1 in an aggregate principal amount equal to the aggregate principal amount of such Initial Five-Year Loans and of the Type and for the Interest Periods specified in a borrowing request delivered to the Administrative Agent in accordance with Section 2.012.4, (vi) each Non-Increasing Five-Year Lender, each Increasing Five-Year Lender and each Augmenting Five-Year Lender shall be deemed to hold its Five-Year Revolving Percentage of each related Subsequent Five-Year Loans (calculated after giving effect to such Five-Year Revolving Commitment Increase and the deemed payment of the Initial Five-Year Loans, but prior to the making of the related Subsequent Five-Year Loans) and (vii) the Borrower shall pay each Increasing Five-Year Lender and each Non-Increasing Five-Year Lender any and all accrued but unpaid interest on such Initial Five-Year Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.11 if the relevant Five-Year Increase Effective Date occurs other than on the last day of the Interest Period relating thereto.
(c) The Additional On the effective date (a "Tranche B Increase Effective Date") of any increase in the Total Tranche B Revolving Commitments pursuant to paragraph (a) above (each a "Tranche B Revolving Commitment Increase"), (i) the aggregate principal amount of the Tranche B Revolving Loans outstanding (the "Initial Tranche B Loans") immediately prior to giving effect to such Tranche B Revolving Commitment Increase on the related Tranche B Increase Effective Date shall be documented by an Additional Credit Extension Amendment executed by deemed to be paid, (ii) each Additional Increasing Tranche B Lender and each Augmenting Tranche B Lender that shall have been a Lender prior to such Tranche B Revolving Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments Increase shall pay to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent in same day funds an amount equal to the difference between (A) the product of (I) such Lender's Tranche B Revolving Percentage (calculated after giving effect to such Tranche B Revolving Commitment Increase but prior to the making of the related Subsequent Tranche B Loans) multiplied by (II) the amount of the related Subsequent Tranche B Loans and (B) the product of (I) such Lender's Tranche B Revolving Percentage (calculated without giving effect to such Tranche B Revolving Commitment Increase, the deemed payment of the Initial Tranche B Loans and the Borrowermaking of the related Subsequent Tranche B Loans) multiplied by (II) the amount of such Initial Tranche B Loans, (iii) each Augmenting Tranche B Lender that shall not have been a Lender prior to such Tranche B Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (a) such Augmenting Tranche B Lender's Tranche B Revolving Percentage (calculated after giving effect to such Tranche B Revolving Commitment Increase and the deemed payment of the Initial Tranche B Loans but prior to the making of the related Subsequent Tranche B Loans) multiplied by (b) the amount of such Subsequent Tranche B Loans, and (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Non-Increasing Tranche B Lender the portion of such funds that is equal to the difference between (A) the product of (I) such Non-Increasing Tranche B Lender's Tranche B Revolving Percentage (calculated without giving effect to such Tranche B Revolving Commitment Increase, the deemed payment of the Initial Tranche B Loans and the making of the related Subsequent Tranche B Loans) multiplied by (II) the amount of such Initial Tranche B Loans, and (B) the product of (I) such Non-Increasing Tranche B Lender's Tranche B Revolving Percentage (calculated after giving effect to such Tranche B Revolving Commitment Increase and the deemed payment of the Initial Tranche B Loans but prior to the making of the related Subsequent Tranche B Loans) multiplied by (II) the amount of the related Subsequent Tranche B Loans, (v) after the effectiveness of such Tranche B Revolving Commitment Increase, the Lenders shall be deemed to have made new Tranche B Loans (the "Subsequent Tranche B Loans") pursuant to Section 2.3 in an aggregate principal amount equal to the aggregate principal amount of such Initial Tranche B Loans and of the Type and for the Interest Periods specified in a borrowing request delivered to the Administrative Agent in accordance with Section 2.4, (vi) each Non-Increasing Tranche B Lender, each Increasing Tranche B Lender and each Augmenting Tranche B Lender shall be deemed to hold its Tranche B Revolving Percentage of each related Subsequent Tranche B Loans (calculated after giving effect to such Tranche B Revolving Commitment Increase and the deemed payment of the Initial Tranche B Loans, but prior to the making of the related Subsequent Tranche B Loans) and (vii) the Borrower shall pay each Increasing Tranche B Lender and each Non-Increasing Tranche B Lender any and all accrued but unpaid interest on such Initial Tranche B Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of this Section 2.143.11 if the relevant Tranche B Increase Effective Date occurs other than on the last day of the Interest Period relating thereto.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary."
Appears in 1 contract
Samples: Credit and Guarantee Agreement (Northwest Airlines Corp)
Increase in Commitments. (1) From time to time on or after the Effective Date, the Borrowers shall have the right to increase the aggregate Commitments under the Credit Facilities by up to an additional Cdn.$72,500,000 or the Equivalent Amount in US$ by securing increased Commitments from one or more Lender Groups already party to this Agreement or by the addition of one or more Lender Groups under this Agreement. For greater certainty, a Lender Group shall not have any obligation to increase its Commitment and may elect to increase its Commitment at the Lender Group’s sole discretion. Any such increase in the aggregate Commitments under the Credit Facilities shall be subject to the following conditions:
(a) The Borrower may by written notice to the Administrative Agent elect to seek commitments (“Additional Commitments”) to increase the Commitments; provided that:
(i) the aggregate amount of all Additional Commitments shall not exceed $200,000,000;
(ii) any each such increase shall be in an aggregate a minimum amount of Cdn. $10,000,000 or any whole multiple and in increments of Cdn. $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i)5,000,000;
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a an officer’s certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that no Event of Default or Pending Event of Default has occurred and is continuing or will occur by the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on Borrowers increasing the Additional aggregate Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to under the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.Credit Facilities;
(c) The Additional Commitments the Agent, acting reasonably, shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment have consented to the identity of any Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments Group who is not already a party to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14.Agreement;
(d) This Section 2.14 the Borrowers shall supersede any provisions in Section 2.13 or Section 10.01 cause to be delivered to the contraryAgent an instrument in writing from each Lender Group which is agreeing to such increased Commitments, either confirming their increased Commitments, in the case of each Lender Group which is already a Lender Group hereunder, or agreeing to be bound by the terms of this Agreement as Lenders, in the case of each Lender Group which is not at the time a Lender Group hereunder; and
(e) subject to Section 2.09(2), each Lender Group’s Proportionate Share of Commitments shall be the same in each of the Canadian Revolving Facility and the US Revolving Facility following such increase in the aggregate Commitments.
(2) Upon its confirmation of the satisfaction of the foregoing conditions, the Agent will forthwith prepare and deliver to the Borrowers and each Lender Group a new Schedule A, setting forth the new Maximum Facility Amount and the Commitments of the Lenders under the Credit Facilities, as so increased. Such new Schedule A, and the revised Commitments of the Lenders set forth therein, will become effective the next Business Day following delivery by the Agent thereof to the Borrowers and the Lenders. On such date, the Borrowers shall obtain Advances from the Lenders in such amounts and in such proportions as are necessary to ensure that following such Advances, the Proportionate Share of the Advances made by each Lender Group equals its Proportionate Share on such new Schedule A.
Appears in 1 contract
Increase in Commitments. (a) The Borrower may by written notice At any time prior to the Administrative Agent elect Business Day immediately preceding the Maturity Date, the Borrowers may effectuate one or more increases in the aggregate US Commitments and/or Canadian Commitments or add one or more new term loan facilities hereunder (each such increase or new term loan facility being a “Commitment Increase”), by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to seek commitments what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment and/or its US Commitment or provide a new term loan commitment as such Lender shall so select (an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (an “Additional CommitmentsLender”) ), to increase the Commitmentsbecome a party to this Agreement as a Lender; provided provided, however, that:
(i) each such Commitment Increase shall be equal to at least $5,000,000;
(ii) the aggregate amount of all Additional Commitments such Commitment Increases shall not exceed $200,000,000;
(ii) any such increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i)50,000,000;
(iii) the Additional Commitments aggregate amount of all such Commitment Increases in the form of one or more term loan facilities shall not exceed $25,000,000;
(iv) no Default shall exist immediately prior to and after giving effect to any such Commitment Increase;
(v) with respect to any Commitment Increase in the form of one or more term loan facilities, after giving pro forma effect to any such new additional term loans under a new term loan facility (and any Advances hereunder made on the effective date of such term loan facilities), the Leverage Ratio shall be on no greater than 2.00 to 1.00;
(vi) no Lender shall be required or otherwise obligated to provide any Commitment Increase or any portion thereof;
(vii) the scheduled maturity date of any new term loan facility shall be no earlier than the Maturity Date and no other scheduled amortization prepayments shall be required thereunder other than those that apply to the existing Facilities; and
(viii) each such Commitment Increase shall have the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior existing Facilities other than (A) original issue discounts, if any, upfront fees, and customary arrangement, structuring, or underwriting fees, if any, payable to one or more arrangers (or their affiliates) of any such Commitment Increase and (B) operational and structural terms reasonably acceptable to the Additional Commitments Effective Date; provided that (x) Borrowers, such Increasing Lenders and the Additional Commitments applicable Administrative Agent as may have be necessary to implement such Commitment Increases in the form of a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior new term loan facility. The US Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the Additional Commitments Effective Date if US Administrative Agent and the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal Lenders. This Section 2.17 shall not be construed to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees create any obligation on the Additional Commitments Effective Date US Administrative Agent or any of the Lenders to advance or to commit to advance any credit to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required Borrower or to provide arrange for any Additional Commitmentsother Person to advance or to commit to advance any credit to any Borrower.
(b) Each such notice The Commitment Increase shall specify (x) become effective on the date (each, an the “Additional Commitments Effective Increase Date”) on or prior to which each of following conditions shall have been satisfied: (i) the Borrower proposes that receipt by the Additional Commitments shall be effective, which shall be a date US Administrative Agent of (A) an agreement in form and substance reasonably acceptable satisfactory to the US Administrative Agent signed by the Borrowers, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, if any of the terms of such Commitment Increase differs from the Canadian Facility or the US Facility, as applicable, (B) an amendment to this Agreement signed by the Borrowers, the Administrative Agents and such Increasing Lenders and Additional Lenders, as applicable, to amend the necessary provisions of this Article 2 to account for the terms of such Commitment Increase, and (yC) such evidence of appropriate authorization on the identity part of the Persons Borrowers with respect to such Commitment Increase and such customary legal opinions as the US Administrative Agent may reasonably request, (ii) in the case of any Commitment Increase in respect of the US Commitments, the funding by each of which shall be an Eligible Assignee (for this purpose treating a Increasing Lender and Additional Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment US Advances to be provided made by each such Person. As a condition precedent Lender to effect the effectiveness reallocations required in clause (c) below, (iii) in the case of any Additional Commitment Increase in respect of the Canadian Commitments, the Borrower shall deliver funding by each Increasing Lender and Additional Lender of the Canadian Advances to be made on the Increase Date, if any, in the amount of such Lender’s increased Canadian Commitment, (iv) receipt by the US Administrative Agent of a certificate dated as of an authorized officer of the Additional Commitments Effective Date signed by a Responsible Officer of the US Borrower certifying that the conditions in Section 4.02(a(A) both before and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Commitment Increase, no Default has occurred and is continuing, (B) all representations and warranties made by the Borrowers in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the Parent is in pro forma compliance with the covenants in Section 6.16, after giving pro forma effect to the making of any Advances in connection with the relevant increase in the US Commitment or Canadian Commitment, or any such new additional term loans under a new term loan facility, and (v) receipt by the Increasing Lender or Additional Commitments shall make Lender, as applicable, of all such Loans in accordance with Section 2.01fees as agreed to between such Increasing Lender and /or Additional Lender and the applicable Borrower.
(c) The Additional On any Increased Date on which there is a Commitment Increase in the Canadian Commitments pursuant to Section 2.17, (i) each of the Canadian Facility Lenders shall assign to each of the Increasing Lenders with regard to such Commitment Increase, and each of such Increasing Lender shall purchase from each of the Canadian Facility Lenders, at the principal amount thereof, such interests in the Canadian Advances outstanding on such Increased Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Canadian Advances will be held by existing Canadian Facility Lenders and the Increasing Lenders ratably in accordance with their Canadian Commitments after giving effect to the addition of such Commitment Increase in the Canadian Commitments, (ii) each Commitment Increase in the Canadian Commitments shall be documented by an Additional Credit Extension Amendment executed by deemed for all purposes a Canadian Commitment and each Additional Canadian Advance made thereunder shall be deemed, for all purposes, a Canadian Advance and (iii) each Increasing Lender shall become a Canadian Facility Lender with respect to the Commitment Lender providing the Additional Commitments (Increase and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the all matters relating thereto. The Canadian Administrative Agent and the Borrower, to effect Canadian Facility Lenders hereby agree that the provisions minimum borrowing and prepayment requirements in Section 2.4 of this Section 2.14Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the Canadian Advances shall take into account the actual Canadian Commitment of each Canadian Facility Lender and the principal amount outstanding of each Canadian Advance made by such Lender during the relevant period of time.
(d) This On any Increase Date on which there is a Commitment Increase in the US Commitments pursuant to Section 2.14 2.17, (i) each of the US Facility Lenders shall supersede any provisions assign to each of the Increasing Lenders with regard to such Commitment Increase, and each of such Increasing Lender shall purchase from each of the US Facility Lenders, at the principal amount thereof, such interests in the US Advances outstanding on such Increased Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such US Advances will be held by existing US Facility Lenders and the Increasing Lenders ratably in accordance with their US Commitments after giving effect to the addition of such Commitment Increase in the US Commitments, (ii) each Commitment Increase in the US Commitments shall be deemed for all purposes a US Commitment and each US Advance made thereunder shall be deemed, for all purposes, a US Advance and (iii) each Increasing Lender shall become a US Facility Lender with respect to the Commitment Increase and all matters relating thereto. The US Administrative Agent and the US Facility Lenders hereby agree that the minimum borrowing and prepayment requirements in Section 2.13 or Section 10.01 2.4 of this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the US Advances shall take into account the actual US Commitment of each US Facility Lender and the principal amount outstanding of each US Advance made by such Lender during the relevant period of time.
(e) On such Increase Date if such Commitment Increase involves an increase in the aggregate US Commitments, each US Facility Lender’s share of the Letter of Credit Exposure and participations in respect of Swing Line Advances on such date shall automatically be deemed to equal such Lender’s US Pro Rata Share of such Letter of Credit Obligations and participations in respect of Swing Line Advances (such US Pro Rata Share for such Lender to be determined as of the Increase Date in accordance with its US Commitment on such date as a percentage of the aggregate US Commitments on such date) without further action by any party.
Appears in 1 contract
Increase in Commitments. (a) The Borrower may Company shall have the right, at any time and from time to time after the Closing Date but prior to the date 30 days prior to the Commitment Termination Date by written notice to and in consultation with the Administrative Agent elect Agent, to seek commitments request an increase in the aggregate Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional CommitmentsLender”) to increase the Commitments), or a combination thereof; provided that:
that (i) any such request for a Commitment Increase shall be in a minimum amount of $25,000,000 or an integral multiple of $1,000,000 in excess thereof, (ii) immediately after giving effect to any Commitment Increase, the aggregate amount of all Additional Commitments Commitment Increases effected after the Closing Date shall not exceed $200,000,000;
(ii) any such increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
, and (iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required obligated to provide increase its Commitment as a result of any Additional Commitmentsrequest for a Commitment Increase by the Company unless it agrees in its sole discretion to do so.
(b) Each Additional Lender must qualify as an Eligible Assignee (the approval of which by the Administrative Agent, the Swingline Lender and the Fronting Bank shall not be unreasonably withheld or delayed) and the Borrowers and each Additional Lender shall execute a Lender Joinder Agreement together with all such notice shall specify (x) other documentation as the date (eachAdministrative Agent and the Borrowers may reasonably require, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date all in form and substance reasonably acceptable satisfactory to the Administrative Agent and the Borrowers, to evidence the Commitment of such Additional Lender and its status as a Lender hereunder.
(c) If the aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrowers shall determine the effective date (the “Commitment Increase Date,” which shall be a Business Day not less than 30 days prior to the Commitment Termination Date) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrowers and the Lenders of the final allocation of such increase and the Commitment Increase Date. The Administrative Agent is hereby authorized, on behalf of the Lenders, to enter into any amendments to this Agreement and the other Credit Documents as the Administrative Agent shall reasonably deem appropriate to effect such Commitment Increase.
(d) Notwithstanding anything set forth in this Section 2.21, no increase in the aggregate Commitments pursuant to this Section 2.21 shall be effective unless:
(i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent:
(A) as to each Increasing Lender, evidence of its agreement to provide a portion of the Commitment Increase, and as to each Additional Lender, a duly executed Lender Joinder agreement together with all other documentation required by the Administrative Agent and the Borrowers pursuant to Section 2.21(b);
(B) an instrument, duly executed by each Borrower and the Guarantor, acknowledging and reaffirming its obligations under this Agreement and the other Credit Documents;
(C) a certificate of the secretary or an assistant secretary of each Borrower, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such Borrower approving or consenting to such Commitment Increase;
(D) a certificate of an Authorized Officer of the Company, certifying that (y) the identity as of the Persons (each Commitment Increase Date, all representations and warranties of which shall be an Eligible Assignee (for the Borrowers contained in this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments Agreement and the portion other Credit Documents are true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects), both immediately before and after giving effect to the Commitment Increase and any Borrowings or Letters of Credit issued in connection therewith (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects), in each case as of such date), and (z) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to such Commitment Increase (including any Borrowings or Letters of Credit issued in connection therewith and the application of the Additional Commitment proceeds thereof);
(ii) If there is a non-ratable increase in the aggregate Commitments, each outstanding Syndicated Letter of Credit shall have been amended giving effect to be provided the reallocation of the Commitments or, if required, returned by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver respective beneficiary to the Administrative Agent and cancelled and/or exchanged for a certificate dated as new or amended Syndicated Letter of Credit giving effect to the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the reallocated Commitments; and
(iii) The conditions precedent set forth in Section 4.02(a3.2 shall have been satisfied.
(e) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on On the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) Increase Date, to the extent necessary to keep the outstanding Loans ratable with in the event of any revised Applicable Percentages arising from any nonratable non-ratable increase in the aggregate Commitments. If there is , (i) all then outstanding Revolving Loans (the “Outstanding Loans”) shall, to the extent not then maintained as Base Rate Loans, automatically be converted into Base Rate Loans, (ii) immediately after the effectiveness of the Commitment Increase, each Borrower may, if it so requests, convert any such Base Rate Loans into SOFR Loans in the amounts and for the Interest Periods specified in a new Borrowing Notice of Commitments on Conversion/Continuation delivered to the Administrative Agent in accordance with Section 2.12, (iii) each Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Additional Commitments Effective DateLender’s Ratable Share, calculated after giving effect to the Commitment Increase, of the Outstanding Loans and (z) such Xxxxxx’s Ratable Share, calculated without giving effect to the Commitment Increase, of the Outstanding Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds equal to the difference, if positive, between (y) such Lender’s Ratable Share, calculated without giving effect to the Commitment Increase, of the Outstanding Loans and (z) such Lender’s Ratable Share, calculated after giving effect to the Commitment Increase, of the amount of the Outstanding Loans, (v) the Lenders shall be deemed to hold the Outstanding Loans ratably in accordance with their respective Commitment (calculated after giving effect to the Commitment Increase), (vi) each Borrower shall pay all accrued but unpaid interest on the Outstanding Loans as of the Commitment Increase Date to the Lenders entitled thereto, and (vii) Schedule 1.1(a) shall automatically be amended to reflect the Commitments of all Lenders after giving effect to such Additional Commitments shall make such the Commitment Increase. The conversion of SOFR Loans in accordance with Section 2.01.
pursuant to clause (ci) The Additional Commitments above shall be documented subject to indemnification by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments applicable Borrower pursuant to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.142.19 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Unum Group)
Increase in Commitments. (a) The Borrower may by written notice After the Closing Date but prior to the Administrative Agent elect Maturity Date, the Borrower shall have the right to seek commitments request from time to time additional Commitments (collectively, the “Additional Commitments”) to increase the Commitments; provided that:
(i) the aggregate amount of all Additional Commitments shall not exceed $200,000,000;
(ii) any such increase shall be in an aggregate amount of that, when combined with all prior Incremental Term Loan Facilities, does not exceed $10,000,000 or any whole multiple of $500,000 250,000,000, each which request shall be made by the Borrower giving written notice (the “Additional Commitment Notice”) to the Administrative Agent such details with respect thereto as are reasonably requested by the Administrative Agent. Each request for Additional Commitments shall request Additional Commitments in excess thereof; provided that such an amount may be not less than $10,000,000 if 25,000,000 (or such lesser amount represents all remaining availability under approved by the limit set forth Administrative Agent). Upon receipt of such request, the Administrative Agent shall notify the existing Lenders of the requested Additional Commitments and offer each such Lender an opportunity to participate at its sole discretion in the preceding clause Additional Commitments. Any existing Lender that does not agree (in its sole discretion) to provide a portion of the proposed Additional Commitments within 10 days after receipt from the Administrative Agent of such notice shall be deemed to have declined participation in any amount of such proposed Additional Commitments. Notwithstanding any existing Lender’s rejection of any portion of the proposed Additional Commitments, each existing Lender shall remain a Lender hereunder, subject to the terms and conditions hereof. In addition, the Borrower and the Administrative Agent may offer to additional proposed Lenders that qualify as Eligible Assignees (including any required consent of the Administrative Agent and/or the Swingline Lender, such consent not to be unreasonably withheld) the opportunity to accept all or a portion of the amount of the proposed Additional Commitments. The allocation of the Additional Commitments among the Lenders and Eligible 50 Choice Hotels – Credit Agreement (2018) Assignees who agree to accept any portion thereof shall be made by the Borrower, in consultation with the Administrative Agent. Upon the effectiveness of the Additional Commitments, (i);
) each Eligible Assignee (iiithat is not an existing Lender) which has been allocated any portion of the Additional Commitments shall execute an accession agreement to this Agreement, (ii) the Commitments of the existing Lenders which have been allocated any portion of the Additional Commitments shall be on increased by such amount, (iii) the same terms Pro Rata Percentages of the Lenders (including the Eligible Assignees as the Commitments then outstanding with the latest Maturity Date immediately prior new Lenders) shall be adjusted to reflect such allocations, (iv) if applicable, and subject to the Additional payment of applicable amounts pursuant to Section 2.18 in connection therewith, the Borrower shall be deemed to have made such borrowings and repayments of the Revolving Loans, and the Lenders shall make such adjustments of outstanding Revolving Loans between and among them, as shall be necessary to effect the reallocation of the Commitments Effective Date; provided that such that, after giving effect thereto, the Revolving Loans shall be held by the Lenders (xincluding the Eligible Assignees as the new Lenders) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments ratably in accordance with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional their Commitments and (yv) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender other changes shall be required made to provide any Additional the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Lenders (including the Eligible Assignees as the new Lenders) have agreed to increase their respective Commitments or make new Commitments in response to the Borrower’s request for an increase in the aggregate Commitments pursuant to this Section 2.24 and which other changes do not adversely affect the rights of those Lenders who do not elect to increase their respective Commitments, in each case without the consent of the Lenders other than those Lenders increasing their Commitments.
(b) Each such notice shall specify (x) Notwithstanding the date (eachforegoing, an “Additional Commitments Effective Date”) on which increase in the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity aggregate amount of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.052.24(a) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.
(c) The Additional Commitments shall be documented effective only if (i) no Default or Event of Default shall have occurred and be continuing on the date such increase is to become effective; (ii) each of the representations and warranties made by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified Borrower in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents shall be true and correct on and as may be necessary of the date of the Additional Commitment Notice and the date such increase is to become effective with the same force and effect as if made on and as of such date (or, if any such representation or appropriatewarrant is expressly stated to have been made as of a specific date, in the reasonable opinion as of such specific date); and (iii) the Administrative Agent shall have received such documents and certificates as the Borrower, to effect the provisions of this Section 2.14.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 Administrative Agent or Section 10.01 its counsel may reasonably request relating to the contraryauthorization of such increase.
Appears in 1 contract
Samples: Senior Unsecured Credit Agreement (Choice Hotels International Inc /De)
Increase in Commitments. (ai) The Borrower may shall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by written notice adding, subject to the prior approval of the Administrative Agent elect and the Issuing Banks (such approval not to seek commitments be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “Additional CommitmentsNew Lenders”) or by allowing one or more Lenders to increase the their respective Commitments; provided however that:
: (iA) prior to and after giving effect to the aggregate amount increase, no Default or Event of all Additional Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments shall not to exceed $200,000,000;
2,000,000,000, (iiC) any no Lender’s Commitment shall be increased without such Lender’s consent, and (D) such increase shall be evidenced by a commitment increase agreement in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments form and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date substance reasonably acceptable to the Administrative Agent and (y) executed by the identity of Borrower, the Persons (each of Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall be an Eligible Assignee (for this purpose treating a Lender indicate the amount and allocation of Additional Commitments as if it were an assignee)) whom such increase in the Borrower proposes would provide the Additional Aggregate Commitments and the portion effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the Additional Commitment applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrower shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to be provided by Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Person. Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to the effectiveness of any Additional Commitmentseach increase pursuant to subsection (c)(i) above, the Borrower shall deliver to the Administrative Agent Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Additional Commitments Increase Effective Date Date, signed by a Responsible Officer of the Borrower certifying that each of the conditions to such increase set forth in this Section 4.02(a2.01(c) shall have occurred and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date been complied with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Datethat, the Lenders before and after giving effect to such Additional Commitments shall make such Loans increase, (1) the representations and warranties (other than Added L/C Representations) contained in accordance with Section 2.01.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents are true and correct in all material respects on and as may be necessary or appropriateof the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the reasonable Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to the Borrower, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Borrower, to effect the provisions of this Section 2.14Administrative Agent or such Lenders.
(diii) This Section 2.14 The Borrower shall supersede have the option, by agreement with any provisions in Section 2.13 Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or Section 10.01 cease to be an Issuing Bank under this Agreement and (B) increase or decrease the contraryLetter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Increase in Commitments. (a) The Borrower may at any time and from time to time, by written notice to the Administrative Agent elect to seek commitments (“Additional Commitments”) to increase the Commitments; provided that:
(i) the aggregate amount of all Additional Commitments which shall not exceed $200,000,000;
(ii) any such increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior promptly deliver a copy to the Additional Commitments Effective Date; provided that (xBanks) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed executed by a Responsible Officer of the Borrower certifying and one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Bank”), which may include any Bank, cause the Commitments of the Increasing Banks to be increased (or cause the Increasing Banks to extend new Commitments) in an amount for each Increasing Bank (which shall not be less than $10,000,000) set forth in such notice, provided that (i) no Bank shall have any obligation to increase its Commitment pursuant to this paragraph, (ii) all new Commitments and increases in existing Commitments becoming effective under this paragraph during the conditions term of this Agreement shall not exceed $350,000,000 in Section 4.02(athe aggregate, (iii) each Increasing Bank, if not already a Bank hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (biv) are satisfiedeach Increasing Bank, if not already a Bank hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). The New Commitments and increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this Section 2.17. Upon the effectiveness of any Accession Agreement to which any Increasing Bank is a party, such Increasing Bank shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Bank hereunder and subject to all obligations of a Bank hereunder. Notwithstanding the foregoing, no increase in the Total Commitments (or in the Commitment of any Bank) pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered under Section 3.01(a)(ii) through (v), giving effect to such increase, (ii) on the effective date of such increase, the representations and warranties of the Borrower and the Guarantors set forth in this Agreement shall be true and correct in all material respects and no Default shall have occurred and be continuing or would result therefrom, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (iii) (x) upon the reasonable request of any Bank made at least five (5) days prior to the effectiveness of any Accession Agreement, the Borrower shall prepay have provided to such Bank, and such Bank shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three (3) Business Days prior to the effectiveness of any Loans outstanding on Accession Agreement and (y) at least three (3) Business Days prior to the Additional effectiveness of any Accession Agreement, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Bank that so requests, a Beneficial Ownership Certification in relation to such Loan Party. On the effective date of any increase in the Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to this Section 3.05) 2.17, to the extent necessary to keep the there are outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective DateAdvances, the Lenders parties hereto shall implement such arrangements as may be agreed upon by the Borrower and the Administrative Agent to ensure that the proportion between the Banks’ outstanding Advances, after giving effect to such Additional Commitments shall make increase, and their respective Commitments, after giving effect to such Loans in accordance with Section 2.01.
(c) The Additional Commitments shall increase, will be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender)re-established, and the Additional Credit Extension Amendment may provide for effectiveness of such amendments to this Agreement and increase shall be conditioned on the other Loan Documents as may be necessary or appropriate, in the reasonable opinion implementation of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14.
(d) such arrangements. This Section 2.14 2.17 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Increase in Commitments. (a) The Borrower may Holdings shall have the right, at any time and from time to time after the Closing Date by written notice to and in consultation with the Administrative Agent elect Agent, to seek commitments request an increase in the Aggregate Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional CommitmentsLender”) to increase the Commitments), or a combination thereof; provided that:
that (i) any such request for a Commitment Increase shall be in a minimum amount of $25,000,000 or an integral multiple of $1,000,000 in excess thereof, (ii) immediately after giving effect to any Commitment Increase, the aggregate amount of all Additional Commitments Commitment Increases effected after the Closing Date shall not exceed $200,000,000;
(ii) any such increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
, and (iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required obligated to provide increase its Commitment as a result of any Additional Commitmentsrequest for a Commitment Increase by Holdings unless it agrees in its sole discretion to do so.
(b) Each Additional Lender must qualify as an Eligible Assignee (the approval of which by the Administrative Agent shall not be unreasonably withheld, conditioned or delayed) and Holdings and each Additional Lender shall execute a joinder agreement together with all such notice shall specify (x) other documentation as the date (eachAdministrative Agent and Holdings may reasonably require, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date all in form and substance reasonably acceptable satisfactory to the Administrative Agent and Holdings, to evidence the Commitment of such Additional Lender and its status as a Lender hereunder.
(c) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and Holdings shall determine the effective date (the “Commitment Increase Date,” which shall be a Business Day not less than thirty (30) days prior to the Commitment Termination Date) and the final amount and allocation of such increase. The Administrative Agent shall promptly notify Holdings and the Lenders of the final amount and allocation of such increase and the Commitment Increase Date. The Administrative Agent is hereby authorized, on behalf of the Lenders, to enter into any amendments to this Agreement and the other Credit Documents as the Administrative Agent shall reasonably deem appropriate to effect such Commitment Increase.
(d) Notwithstanding anything set forth in this Section 2.19 to the contrary, no increase in the Aggregate Commitments pursuant to this Section 2.19 shall be effective unless:
(i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent:
(A) as to each Increasing Lender, evidence of its agreement to provide a portion of the Commitment Increase, and as to each Additional Lender, a duly executed joinder agreement together with all other documentation required by the Administrative Agent pursuant to Section 2.19(b);
(B) an instrument, duly executed by each Borrower, acknowledging and reaffirming its obligations under this Agreement and the other Credit Documents;
(C) a certificate of the secretary or an assistant secretary of each Borrower, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such Borrower approving or consenting to such Commitment Increase;
(D) a certificate of a Financial Officer of Holdings, certifying that (y) the identity as of the Persons (each Commitment Increase Date, all representations and warranties of which shall be an Eligible Assignee (for the Borrowers contained in this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments Agreement and the portion other Credit Documents qualified as to materiality are true and correct and those not so qualified are true and correct in all material respects, both immediately before and after giving effect to the Commitment Increase and any Borrowings or Letters of Credit issued in connection therewith (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct (if qualified as to materiality) or true and correct in all material respects (if not so qualified), in each case as of such date), and (z) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to such Commitment Increase (including any Borrowings or Letters of Credit issued in connection therewith and the application of the Additional proceeds thereof); and
(ii) Each outstanding Syndicated Letter of Credit shall have been amended giving effect to the Commitment to be provided Increase or, if required, returned by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver respective beneficiary to the Administrative Agent and cancelled and/or exchanged for a certificate dated as new or amended Syndicated Letter of Credit giving effect to the Additional Commitments Effective Date signed by a Responsible Officer Commitment Increase; and
(iii) In the case of the Borrower certifying that any Credit Extension in connection with such Commitment Increase, the conditions precedent set forth in Section 4.02(a) and (b) are 4.2 shall have been satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to To the extent necessary to keep the outstanding Loans ratable with in the event of any revised Applicable Percentages arising from any nonratable non-ratable increase in the aggregate Commitments. If there is a new Borrowing of Commitments , on such Additional Commitments Effective the Commitment Increase Date, (i) all then outstanding LIBOR Loans (the “Initial Loans”) shall automatically be converted into Base Rate Loans, (ii) immediately after the effectiveness of the Commitment Increase, the applicable Borrowers shall, if they so request, convert such Base Rate Loans into LIBOR Loans (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Notice of Conversion/Continuation delivered to the Administrative Agent in accordance with Section 2.10, (iii) each Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender’s Ratable Share (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (z) such Lender’s Ratable Share (calculated without giving effect to the Commitment Increase) of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds equal to the difference, if positive, between (y) such Lender’s Ratable Share (calculated without giving effect to the Commitment Increase) of the Initial Loans and (z) such Lender’s Ratable Share (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) the Lenders shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Commitment (calculated after giving effect to the Commitment Increase), (vi) each applicable Borrower shall pay all accrued but unpaid interest on the Initial Loans to the Lenders entitled thereto, and (vii) Schedule 1.1(a) shall automatically be amended to reflect the Commitments of all Lenders after giving effect to such Additional Commitments shall make such the Commitment Increase. The conversion of the Initial Loans in accordance with Section 2.01.
pursuant to clause (ci) The Additional Commitments above shall be documented subject to indemnification by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments applicable Borrowers pursuant to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.142.17 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Allied World Assurance Co Holdings LTD)
Increase in Commitments. (a) The Borrower may shall have the right, at any time and from time to time after the Closing Date by written notice to and in consultation with the Administrative Agent, to request an increase in the aggregate Revolver Commitments (but not the limitation on the amount of Swing Advances specified in Section 2.01(b) or the amount of Letter of Credit Obligations specified in Section 11.02(b) (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof, provided that (i) any such request for a Commitment Increase shall be in a minimum amount of $25,000,000, (ii) immediately after giving effect to any Commitment Increase, (y) the aggregate Revolver Commitments shall not exceed $175,000,000 and (z) the aggregate of all Commitment Increases effected shall not exceed $75,000,000, (iii) no Default shall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase, (iv) immediately after giving effect to any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in compliance with the covenants contained in Article V, (v) no Commitment Increase shall be effective until the Administrative Agent has consented to such Commitment Increase in writing which consent may not be unreasonably withheld; and (vi) the Borrower shall give the existing Lenders the right of first refusal for participating in any such Commitment Increase by providing such notice to the Administrative Agent elect fifteen (15) Domestic Business Days before making a request to seek commitments any Person that is not already a Lender. An existing Lender shall have priority over Additional Lenders to participate in such requested Commitment Increase if such existing Lender provides written notice of its election to participate within fifteen (“Additional Commitments”15) to increase Domestic Business Days of such existing Lender’s receipt of such notice. Such notice from the Commitments; provided that:
(i) Borrower shall specify the aggregate requested amount of all the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender. Any fees paid by the Borrower for a Commitment Increase to an Increasing Lender, an Additional Commitments Lender, the Administrative Agent or BB&T, as arranger, shall not exceed $200,000,000;
(ii) any such increase be for their own account and shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 amount, if any, mutually agreed upon by each such party and the Borrower, in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitmentseach party’s sole discretion.
(b) Each such notice shall specify Additional Lender must qualify as an Eligible Assignee (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, selection of which shall be include the prior approval of the Administrative Agent). The Borrower, the other Loan Parties and each Additional Lender shall execute a date reasonably acceptable to joinder agreement, and the Borrower, the other Loan Parties and each Lender shall execute all such other documentation as the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments may reasonably require, all in form and the portion of the Additional Commitment substance reasonably satisfactory to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect evidence the provisions Revolver Commitment adjustments referred to in Section 2.14(e).
(c) If the aggregate Revolver Commitments are increased in accordance with this Section 2.14, the Borrower (in consultation with the Administrative Agent), Increasing Lender(s) (if any) and Additional Lender(s) (if any) shall agree upon the effective date (the “Commitment Increase Date,” which shall be a Domestic Business Day not less than thirty (30) days prior to the Termination Date). The Administrative Agent shall promptly notify the Lenders of such increase and the Commitment Increase Date. Each of the Borrower, the Guarantors, the Lenders and the Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.14 (x) shall not require the consent of any Guarantor or any Lender other than the Increasing Lenders and Additional Lenders who have agreed to make such Commitment Increase and shall not constitute an amendment, modification or waiver subject to Section 9.05 and (y) subject to clause (d) of this Section 2.14, shall be effective as of the Commitment Increase Date.
(d) This Notwithstanding anything set forth in this Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary, the Borrower shall not incur any Revolver Advances pursuant to any Commitment Increase (and no Commitment Increase shall be effective) unless the conditions set forth in Section 2.14(a) as well as the following conditions precedent are satisfied on the applicable Commitment Increase Date:
(i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent:
(A) a supplement to this Agreement signed by each Increasing Lender (if any) and Additional Lender (if any), setting forth the reallocation of Commitments referred to in Section 2.14(e), all other documentation required by the Administrative Agent pursuant to Section 2.14(b) and such other modifications, documents or items as the Administrative Agent, such Lenders or their counsel may reasonably request;
(B) an instrument, duly executed by each Borrower and each Guarantor, if any, acknowledging and reaffirming its obligations under this Agreement, the Collateral Documents, and the other Loan Documents to which it is a party;
(C) a certificate of the secretary or an assistant secretary of the Borrower and each Guarantor, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such party approving or consenting to such Commitment Increase;
(D) a certificate of the Chief Financial Officer of the Borrower, certifying that (x) as of the Commitment Increase Date, all representations and warranties of the Borrower and the Guarantors contained in this Agreement and the other Loan Documents are true and correct (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct as of such date), except that for purposes of this Section 2.14(d)(i) the representations and warranties contained in Section 4.04(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 5.01, (y) immediately after giving effect to such Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower is in compliance with the covenants contained in Article V, and (z) no Default has occurred and is continuing, both immediately before and after giving effect to such Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof);
(E) an opinion or opinions of counsel for the Borrower and the Guarantors, in a form satisfactory to Administrative Agent and covering such matters as Administrative Agent may reasonably request, addressed to the Administrative Agent and the Lenders, together with such other documents, instruments and certificates as the Administrative Agent shall have reasonably requested;
(F) such other documents or items that the Administrative Agent, such Lenders or their counsel may reasonably request.
(ii) In the case of any Borrowing of Revolver Advances in connection with such Commitment Increase for the purpose of funding an Acquisition, the applicable conditions set forth in this Agreement with respect to Acquisitions shall have been satisfied.
(e) On the Commitment Increase Date, (i) the aggregate principal outstanding amount of the Revolver Advances (the “Initial Advances”) immediately prior to giving effect to the Commitment Increase shall be deemed to be repaid, (ii) immediately after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings of Revolver Advances (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Advances and of the types and for the Interest Periods specified in a Notice of Borrowing delivered to the Administrative Agent in accordance with Section 2.02(a), (iii) each Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender’s pro rata percentage (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (z) such Lender’s pro rata percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds equal to the difference, if positive, between (y) such Lender’s pro rata percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances and (z) such Lender’s pro rata percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) the Lenders shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Revolver Commitments (calculated after giving effect to the Commitment Increase), (vi) the Borrower shall pay all accrued but unpaid interest on the Initial Advances to the Lenders entitled thereto, and (vii) the signature pages hereto shall be deemed amended to reflect the Revolver Commitments of all Lenders after giving effect to the Commitment Increase. The deemed payments made pursuant to clause (i) above in respect of each Euro-Dollar Advance shall be subject to indemnification by the Borrower pursuant to the provisions of Section 8.05 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.
Appears in 1 contract
Samples: Credit Agreement (Usa Truck Inc)
Increase in Commitments. (a) The Borrower may may, from time to time on or prior to December 28, 2005 so long as no Default exists, by written notice means of a letter delivered to the Administrative Agent elect substantially in the form of EXHIBIT H, request that the Aggregate Commitments be increased by up to seek commitments (“Additional Commitments”) to increase $50,000,000 in the Commitmentsaggregate; provided that:
(i) the aggregate amount of all Additional Commitments shall not exceed $200,000,000;
(ii) PROVIDED that any such increase in the Aggregate Commitment shall be in an aggregate amount of $10,000,000 or any whole integral multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments5,000,000.
(b) Each Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such notice shall specify increase and/or (xii) the date subject to CLAUSE (eachc), an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably adding one or more commercial banks or other Persons acceptable to the Administrative Agent and (y) the identity of the Persons as a party hereto (each of an "ADDITIONAL LENDER") with a Commitment in an amount (which shall not be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)less than $5,000,000) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment agreed to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01Lender.
(c) The Additional Any increase in the Aggregate Commitments pursuant to this SECTION 2.14 shall be documented effective three Business Days (or such other period agreed to by an Additional Credit Extension Amendment executed by the Administrative Agent, the Borrower and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Commitment Lender providing Lender) after the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of date on which the Administrative Agent has received and accepted the Borrower, applicable increase letter in the form of ANNEX 1 to effect the provisions of this Section 2.14.EXHIBIT H.
(d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld).
(e) The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this SECTION 2.14 and of the Commitment and Pro Rata Share of each Lender after giving effect thereto. The Borrower acknowledges that, in order to maintain Revolving Loans in accordance with each Lender's Pro Rata Share, a reallocation of the Commitments as a result of a non-pro-rata increase in the Aggregate Commitments may require prepayment or conversion of all or portions of certain Revolving Loans on the date of such increase (and any such prepayment or conversion shall be subject to the provisions of SECTION 3.05).
(f) This Section 2.14 shall supersede any provisions provision in Section 2.13 or Section SECTION 10.01 to the contrary.
Appears in 1 contract
Increase in Commitments. (a) The Borrower may from time to time request an increase in the Total Commitment by written notice an aggregate amount not to exceed $50,000,000; provided, that there exists no Default or Event of Default and the Administrative Agent elect to seek commitments (“Additional Commitments”) to amount of the increase may be incurred as "Priority Indebtedness" under the Commitments; provided that:
Indebtedness and other agreements described on Schedule 6.01. The Borrower may request the increase by (i) the aggregate amount of all Additional Commitments agreeing with one or more existing Lenders (each, an "Assuming Lender") that such Lender's Commitment shall not exceed $200,000,000;
be increased or (ii) any such increase designating one or more Eligible Assignees not theretofore a Lender to become a Lender (each an "Additional Lender") by executing a Joinder Agreement, which designation shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior subject to the Additional Commitments Effective Date; provided that (x) approval of the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Administrative Agent. No Lender shall be required obligated to provide any Additional Commitmentsincrease such Lender's Commitment.
(b) Each such notice shall specify (x) If the date (eachTotal Commitment is increased in accordance with this Section, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and the Borrower shall determine the effective date of such increase (ythe "Increase Effective Date") and the identity final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Persons (each final allocation of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments such increase and the portion of Increase Effective Date. On the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional CommitmentsIncrease Effective Date, the Borrower shall deliver to the Administrative Agent a certificate dated as repay all of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any outstanding Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) 2.14, if any, if the Increase Effective Date is not the last day of any Interest Period applicable to the extent necessary Loans being repaid) and shall reborrow such Loans from the Lenders, the Additional Lenders and the Assuming Lenders so that the Percentage of each Lender, each Additional Lender and each Assuming Lender in the Total Commitment shall be identical to keep its Percentage of the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is Loans.
(c) As a new Borrowing of Commitments on condition precedent to such Additional Commitments Effective Dateincrease, the Lenders Borrower shall deliver to the Administrative Agent (i) a Compliance Certificate demonstrating pro forma compliance with the covenants contained in Sections 5.12, 6.02, 6.04, 6.10 and 6.11 and Article VII after giving effect to such Additional Commitments shall make increase and (ii) a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by the president, chief executive officer or a Financial Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such Loans increase and (ii) certifying that, before and after giving effect to such increase, the representations and warranties contained in accordance with Section 2.01.
(c) The Additional Commitments Article III are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be documented by true and correct in all material respects as of such earlier date, and no Default or Event of Default exists. The Borrower shall deliver new or amended Notes reflecting the increased Commitment of any Lender holding or requesting a Note. The Administrative Agent shall distribute an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments amended Schedule 2.01 (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lenderwhich shall be deemed incorporated into this Agreement), and the Additional Credit Extension Amendment may provide for to reflect any changes therein resulting from such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14increase.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 2.15 or Section 10.01 10.08 to the contrary.
Appears in 1 contract
Increase in Commitments. (a) The Borrower may by written Provided no Default exists, upon notice to the Administrative Agent elect to seek commitments (“Additional Commitments”) to which shall promptly notify the Lenders), the OP Borrower may no more than three times during the Initial Term, request an increase in the Commitments; Aggregate Commitments by an amount not less than $10,000,000 for any individual request, and not exceeding $100,000,000 in the aggregate for all such requests, provided that:
(i) , in any event, the aggregate amount of all Additional Aggregate Commitments shall not exceed $200,000,000;
300,000,000 at any time. At the time of sending such notice, the OP Borrower (iiin consultation with the Administrative Agent) any such increase shall be specify the time period within which each Lender is requested to respond (which shall in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may no event be less than $10,000,000 ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the OP Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount represents all remaining availability under of a requested increase, the limit set forth OP Borrower may also invite additional Eligible Assignees to become Lenders upon execution of a supplemental signature page to this Agreement substantially in the preceding clause (i);
(iii) the Additional Commitments form of Exhibit L. Each Borrower shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior execute and deliver such amendments to the Additional Commitments Effective Date; provided Loan Documents and other documents and certificates, including a new Note in favor of any additional Eligible Assignee, and the Borrowers shall pay such additional upfront fees, arrangement fees and other fees, as may be mutually agreed between the Borrowers, the Administrative Agent and such additional Eligible Assignees (it being understood that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased any such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall not be required to provide any Additional Commitmentsbe ratable).
(b) Each such notice If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the OP Borrower shall specify (x) determine the effective date (each, an the “Additional Commitments Increase Effective Date”) on which and the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the final allocation of such increase. The Administrative Agent shall promptly notify the OP Borrower and (y) the identity Lenders of the Persons (each final allocation of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments such increase and the portion of the Additional Commitment to be provided by each such PersonIncrease Effective Date. As a condition precedent to the effectiveness of any Additional Commitmentssuch increase, the OP Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Additional Commitments Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the Borrower resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the conditions representations and warranties contained in Section 4.02(asubsections (a) and (b) are satisfiedof Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower Borrowers shall prepay any Committed Loans outstanding on the Additional Commitments Increase Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages Pro Rata Shares arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01under this Section.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14.
(d) This Section 2.14 shall supersede any provisions in Section Sections 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Increase in Commitments. (a) The Borrower may shall have the right, at any time prior to the date that is one hundred eighty (180) days prior to the Termination Date by written notice to and in consultation with the Administrative Agent, to request an increase in the aggregate Revolver Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof, provided that (i) any such request for a Commitment Increase shall be in a minimum amount of $5,000,000, (ii) immediately after giving effect to any Commitment Increase, (y) the aggregate Revolver Commitments shall not exceed $150,000,000 and (z) the aggregate of all Commitment Increases effected shall not exceed Conformed Credit Agreement - Page 58 140760.01015/104831797v.13 $55,000,000, (iii) no Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase, (iv) immediately after giving effect to any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in compliance with the covenants contained in Article V, (v) no consent of any Lender to such Commitment Increase shall be required and no Lender shall be obligated to participate as a Lender in such Commitment Increase, (vi) the Borrower shall give the existing Lenders the right of first refusal for participating in any such Commitment Increase by providing such notice to the Administrative Agent elect ten (10) Business Days before executing a commitment with any Person that is not already a Lender, and (vii) Section 5.07 will be adjusted by mutual consent of the Borrower and the Majority Lenders. An existing Lender shall have priority over Additional Lenders to seek commitments participate in such requested Commitment Increase if such existing Lender provides written notice of its election to participate within ten (“Additional Commitments”10) Business Days of such existing Lender’s receipt of such notice. Such notice from the Borrower shall specify the requested amount of the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender. Other than fees payable to the Commitments; provided that:
(i) Administrative Agent, any fees paid by the aggregate amount of all Borrower for a Commitment Increase to an Increasing Lender, an Additional Commitments Lender, and the Administrative Agent, shall not exceed $200,000,000;
(ii) any such increase be for their own account and shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 amount, if any, mutually agreed upon by each such party and the Borrower, in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitmentseach party’s sole discretion.
(b) Each such notice Additional Lender must qualify as an Eligible Assignee (the selection of which shall specify (x) include the date (eachprior approval of the Administrative Agent). The Borrower and each Additional Lender shall execute a joinder agreement, an “Additional Commitments Effective Date”) on which and the Borrower proposes that the Additional Commitments and each Lender shall be effective, which shall be a date reasonably acceptable to execute all such other documentation as the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments Borrowers may reasonably require, all in form and the portion of the Additional Commitment substance reasonably satisfactory to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to evidence the Revolver Commitment adjustments referred to in Section 2.14(e); provided that the failure of any Lender that is not an Additional Lender or an Increasing Lender to execute any such documentation shall not impair the ability of the Additional Lenders, the Increasing Lenders and the Borrower to effect the provisions of a Commitment Increase pursuant to this Section 2.14.
(c) If the aggregate Revolver Commitments are increased in accordance with this Section 2.14, the Borrower (in consultation with the Administrative Agent), Increasing Lender(s) (if any) and Additional Lender(s) (if any) shall agree upon the effective date (the “Commitment Increase Date,” which shall be a Business Day not less than thirty (30) days prior to the Termination Date). The Administrative Agent shall promptly notify the Lenders of such increase and the Commitment Increase Date.
(d) This Notwithstanding anything set forth in this Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary, the Borrower shall not incur any Revolver Advances pursuant to any Commitment Increase (and no Commitment Increase shall be effective) unless the conditions set forth in Section 2.14(a) as well as the following conditions precedent are satisfied on the applicable Commitment Increase Date:
(i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent:
(A) a supplement to this Agreement signed by the Required Lenders and each other Lender committing to the Commitment Increase, setting forth the reallocation of Commitments referred to in Section 2.14(e), all other documentation required by the Administrative Agent pursuant to Section 2.14(b) and such other 140760.01015/104831797v.13 modifications, documents or items as the Administrative Agent, the Lenders or their counsel may reasonably request;
(B) an instrument, duly executed by the Borrower and each Guarantor acknowledging and reaffirming its obligations under this Agreement, the Collateral Documents, and the other Loan Documents to which it is a party;
(C) a certificate of the secretary or an assistant secretary of the Borrower and each Guarantor, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such party approving or consenting to such Commitment Increase;
(D) a certificate of the Chief Financial Officer or another Responsible Officer of the Borrower, certifying that (x) as of the Commitment Increase Date, all representations and warranties of the Borrower and the Guarantors contained in this Agreement and the other Loan Documents are true and correct in all material respects (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct as of such date), (y) immediately after giving effect to such Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower is in compliance with the covenants contained in Article V, and (z) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to such Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof);
(E) unless waived by the Administrative Agent and the Additional Lender(s), if any, an opinion or opinions of counsel for the Borrower and the Guarantors, in a form satisfactory to Administrative Agent and covering such matters as Administrative Agent may reasonably request, addressed to the Administrative Agent and the Lenders, together with such other documents, instruments and certificates as the Administrative Agent shall have reasonably requested; and
(F) such other documents or items that the Administrative Agent, the Lenders or their counsel may reasonably request.
(ii) In the case of any Borrowing of Revolver Advances in connection with such Commitment Increase for the purpose of funding an Acquisition, the applicable conditions set forth in this Agreement with respect to Acquisitions shall have been satisfied.
(e) On the Commitment Increase Date, (i) the aggregate principal outstanding amount of the Revolver Advances (the “Initial Advances”) immediately prior to giving effect to the Commitment Increase shall be deemed to be repaid, (ii) immediately after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings of Revolver Advances (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Advances and of the types and for the Interest Period specified in a Notice of Borrowing delivered to the Administrative Agent in accordance with Section 2.01, (iii) each Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender’s pro rata percentage (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (z) such Lender’s pro rata percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances, (iv) after the 140760.01015/104831797v.13 Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds equal to the difference, if positive, between (y) such Lender’s pro rata percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances and (z) such Lender’s pro rata percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) the Lenders shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Revolver Commitments (calculated after giving effect to the Commitment Increase), (vi) the Borrower shall pay all accrued but unpaid interest on the Initial Advances to the Lenders entitled thereto, and (vii) the signature pages hereto shall be deemed amended to reflect the Revolver Commitments of all Lenders after giving effect to the Commitment Increase. The deemed payments made pursuant to clause (i) above in respect of each Euro-Dollar Advance shall be subject to indemnification by the Borrower pursuant to the provisions of Section 8.05 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (HMS Income Fund, Inc.)
Increase in Commitments. (a) The Borrower may shall have the right at any time and from time to time after the Closing Date and prior to the date that is thirty (30) days prior to the Facility Termination Date to increase the Aggregate Commitment (each such proposed increase being a “Commitment Increase”), either by written notice to having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an “Assuming Lender”), in each case with the approval of the Administrative Agent elect (such approval not to seek commitments be unreasonably withheld), which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such increase is to be effective (the “Additional CommitmentsCommitment Increase Date”), which shall be a Business Day at least three (3) to increase the CommitmentsBusiness Days after delivery of such notice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the sole discretion of each Lender; provided further that:
: (i) any such request for a Commitment Increase shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000; (ii) immediately after giving effect to any Commitment Increase, the Aggregate Commitment shall not exceed $150,000,000 and the aggregate amount of all Additional Commitments Commitment Increases shall not exceed $200,000,000;
(ii) any such increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof25,000,000; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional sum of the increases in Commitments of the Increasing Lenders and the new Commitments of the Assuming Lenders shall be on not exceed the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Daterequested Commitment Increase; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender Default or Unmatured Default shall have occurred and be continuing on the applicable Commitment Increase Date or shall result from any Commitment Increase; and (v) the representations and warranties contained in Article 5 (other than in Section 5.5) shall be required true on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to provide any Additional Commitmentshave been made as of a specified date, as of such specific date).
(b) Each such notice Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall specify become effective as of the Commitment Increase Date; provided that: (xi) the date (each, Administrative Agent shall have received on or prior to 10:00 a.m. on such Commitment Increase Date a certificate of an “Additional Commitments Effective Date”Authorized Officer stating that each of the applicable conditions to such Commitment Increase set forth in Section 2.20(a) on which has been satisfied and attaching the resolutions adopted by the Borrower proposes that approving or consenting to such Commitment Increase; (ii) with respect to each Assuming Lender, the Additional Commitments Administrative Agent shall be effectivehave received, which on or prior to 10:00 a.m. on such Commitment Increase Date, a Joinder Agreement among the Assuming Lender, the Borrower and the Administrative Agent; and (iii) each Increasing Lender shall be a date reasonably acceptable have delivered to the Administrative Agent, on or prior to 10:00 a.m. on such Commitment Increase Date, confirmation in writing satisfactory to the Administrative Agent and (y) the identity as to its increased Commitment, with a copy of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent confirmation to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01Borrower.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by On each Additional Commitment Lender providing Increase Date upon such time as the Additional Commitments (applicable conditions set forth in Sections 2.20(a) and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.2.20
Appears in 1 contract
Samples: Credit Agreement (Idacorp Inc)
Increase in Commitments. (a) The Borrower may by written notice to After the Closing Date, Administrative Agent elect may, from time to seek commitments time upon five (“Additional Commitments”5) Business Days prior notice by Borrower of a request to increase the Aggregate Commitments; provided that, increase the Aggregate Commitments by (x) admitting additional Lenders hereunder (each a "Subsequent Lender"), or (y) increasing the Commitment of any Lender (each an "Increasing Lender"), subject to the following conditions:
(i) the aggregate amount of all Additional Commitments shall not exceed $200,000,000each Subsequent Lender is an Eligible Assignee;
(ii) any Borrower executes (A) a new Note payable to the order of a Subsequent Lender, if requested by such increase shall be in Subsequent Lender, or (B) a replacement Note payable to the order of an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that Increasing Lender, if requested by such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i)Increasing Lender;
(iii) each Subsequent Lender executes a signature page to this Agreement;
(iv) after giving effect to the Additional admission of any Subsequent Lender or the increase in the Commitment of any Increasing Lender, the Aggregate Commitments do not exceed $750,000,000 (less the amount of any previous reduction pursuant to Section 2.06);
(v) each increase in the Aggregate Commitments shall be on in the same terms as minimum amount of $5,000,000 or a greater integral multiple of $1,000,000;
(vi) no admission of any Subsequent Lender shall increase the Commitments then outstanding with Commitment of any existing Lender without the latest Maturity Date immediately prior to consent of such existing Lender;
(vii) no Lender shall be an Increasing Lender without the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased consent of such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(ivviii) no existing Lender shall be required Default or Event of Default exists nor would occur after giving effect to provide any Additional Commitmentssuch increase.
(b) Each such notice shall specify (x) After the date (eachadmission of any Subsequent Lender or the increase in the Commitment of any Increasing Lender, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) shall promptly provide to each Lender a new Schedule 2.01 to this Agreement. In the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying event that the conditions in Section 4.02(a) and (b) there are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional an increase in the Aggregate Commitments shall make pursuant to this Section 2.15, upon notice from Administrative Agent to each Lender, the amount of such Loans in accordance with Section 2.01.
(c) The Additional Commitments owing to each Lender shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing appropriately adjusted to reflect the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion new Applicable Percentages of the Administrative Agent and the Borrower, to effect the provisions of this Lenders (in which case Borrower shall pay any amounts required under Section 2.143.05).
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Samples: Senior Unsecured Revolving Credit Agreement (Wci Communities Inc)
Increase in Commitments. (a) The Borrower Borrowers may by written notice from time to time, on any Business Day after the Effective Date and prior to the Administrative Agent elect Termination Date so long as no Event of Default exists, increase the aggregate amount of the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five Business Days prior to seek commitments the desired effective date of such increase (the “Additional CommitmentsCommitment Amount Increase”) to increase identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the Commitmentsamount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided that:
provided, however, that (i) the aggregate amount of all Additional the Revolving Credit Commitments shall not at any time exceed $200,000,000;
550,000,000, and (ii) any such increase of the aggregate amount of the Revolving Credit Commitments shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be not less than $10,000,000 25,000,000. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such amount represents all remaining availability under assignments (which assignments shall not be subject to the limit requirements set forth in the preceding clause (i);
(iiiSection 14.12) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such Additional Commitments shall make such assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans in accordance with Section 2.01.
(c) The Additional Commitments and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be documented a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by an Additional any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments pursuant to this Agreement and the other Loan Documents as may be necessary or appropriate, in the Section 3.6 hereof. The Borrowers agree to pay any reasonable opinion expenses of the Administrative Agent and the Borrower, relating to effect the provisions of this Section 2.14.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.
Appears in 1 contract
Samples: Multicurrency Credit Agreement (Gallagher Arthur J & Co)
Increase in Commitments. (a) The At any time after the Effective Date, the Parent Borrower may may, by written notice to the Administrative Agent elect (which shall promptly deliver a copy to seek commitments (“Additional Commitments”) each of the Lenders), request at any time or from time to increase time that the Commitmentstotal Commitments be increased; provided that:
that (i) the aggregate amount of each such increase pursuant to this Section 2.22 shall not be less than $50,000,000 and the aggregate amount of all Additional Commitments such increases pursuant to this Section 2.22 shall not exceed $200,000,000;
250,000,000, (ii) each such request of the Parent Borrower shall be deemed to be an offer to each Lender to increase its Commitment by its Applicable Percentage of the proposed increased amount and (iii) each Lender, in its sole discretion, may either (A) agree to increase its Commitment by all or a portion of the offered amount or (B) decline to increase its Commitment. Any such notice shall set forth the amount of the requested increase in the total Commitments and the date on which such increase is requested to become effective. In the event that the Lenders shall have agreed to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Parent Borrower, the Parent Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase shall be its existing Commitment in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender (or an Affiliate of a Lender) hereunder, shall be subject to the approval of the Administrative Agent (not to be unreasonably withheld); provided further that any Commitment extended or increased pursuant to this Section 2.22 shall be in a minimum amount of $10,000,000 or any whole multiple (or, if less, the balance of $500,000 the unsubscribed amount of the requested increase in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (itotal Commitments);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional . Increases of Commitments and new Commitments created pursuant to this paragraph (ya) shall become effective upon the Borrower may pay upfront fees on execution and delivery by the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacityParent Borrower, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and any Lenders (yincluding any Augmenting Lenders) agreeing to increase their existing Commitments or extend new Commitments, as the identity case may be, of an amendment to this Agreement providing for such increased or additional Commitments. Notwithstanding the Persons foregoing, no increase in the total Commitments (each or in the Commitment of which any Lender) shall become effective under this paragraph (a) unless, on the date of such increase, the conditions set forth in Section 4.02 shall be an Eligible Assignee satisfied (for this purpose treating as though a Lender of Additional Commitments as if it Borrowing were an assigneebeing made on such date, with all references in such Section to a Borrowing being deemed to be references to such increase and without giving effect to the parenthetical in Section 4.02(a)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent shall have received a certificate to that effect dated as of the Additional Commitments Effective Date signed such date and executed by a Responsible Officer or a Financial Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01Parent Borrower.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (J C Penney Co Inc)
Increase in Commitments. (ai) The Borrower may WPZ shall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by written notice adding, subject to the prior approval of the Administrative Agent elect and the Issuing Banks (such approval not to seek commitments be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “Additional CommitmentsNew Lenders”) or by allowing one or more Lenders to increase the their respective Commitments; provided however that:
: (iA) prior to and after giving effect to the aggregate amount increase, no Default or Event of all Additional Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments to exceed $3,000,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, (D) such increase shall not exceed $200,000,000;
result in the increase of any Borrower Sublimit and (iiE) any such increase shall be evidenced by a commitment increase agreement in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments form and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date substance reasonably acceptable to the Administrative Agent and (y) executed by WPZ, the identity of Administrative Agent, the Persons (each of New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall be an Eligible Assignee (for this purpose treating a Lender indicate the amount and allocation of Additional Commitments as if it were an assignee)) whom such increase in the Borrower proposes would provide the Additional Aggregate Commitments and the portion effective date of such increase (the Additional Commitment “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to be provided this Section by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver execution and delivery to the Administrative Agent a certificate dated as of the Additional Commitments applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrowers shall borrow and prepay Loans on each Increase Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.052.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with any such Lender’s revised Applicable Percentages arising from Percentage after giving effect to any nonratable increase in the Commitments. If there is Aggregate Commitments under this Section.
(ii) As a new Borrowing condition precedent to each increase pursuant to subsection (c)(i) above, WPZ shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of Commitments on such Additional Commitments the Increase Effective Date, signed by a Responsible Officer of the Lenders General Partner certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such Additional Commitments shall make such Loans increase, (1) the representations and warranties (other than Added L/C Representations) contained in accordance with Section 2.01.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents are true and correct in all material respects on and as may be necessary or appropriateof the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the reasonable General Partner as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that WPZ is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to WPZ, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Borrower, to effect the provisions of this Section 2.14Administrative Agent or such Lenders.
(diii) This Section 2.14 Any Borrower shall supersede have the option, by agreement with any provisions in Section 2.13 Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or Section 10.01 cease to be an Issuing Bank under this Agreement and (B) increase or decrease the contraryLetter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Increase in Commitments. (a) The At any time, Borrower may by written notice to the Administrative Agent elect and without the consent of the other Lenders hereunder request an increase to seek the existing Revolving Commitments (any such increase, an “Incremental Revolving Commitment”) or commitments to make additional Term B Loans (any such increase, an “Additional Incremental Term B Commitment”). The Incremental Revolving Commitments and the Incremental Term B Commitments (collectively, the “Incremental Commitments”) to increase the Commitments; provided that:
(i) shall be in minimum amounts of at least $5.0 million and the aggregate amount of all Additional Incremental Commitments shall not exceed $200,000,000;
(ii) any such increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
(b) Each such 75.0 million. Such notice shall specify (x) the date (each, an “Additional Commitments Effective Increased Amount Date”) on which the Borrower proposes that the Additional Incremental Commitments shall be effectivemade available, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Administrative Agent, and the amount of each Class of Incremental Commitment. The Administrative Agent shall notify Borrower in writing of the identity of each Lender or other financial institution reasonably acceptable to the Administrative Agent and (yeach, an “Incremental Lender”) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) to whom the Borrower proposes would provide the Additional Incremental Commitments have been allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the Additional Commitment Incremental Commitments may elect or decline, in its sole discretion, to be provided by each such Personprovide an Incremental Commitment. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower Such Incremental Commitments shall deliver to the Administrative Agent a certificate dated become effective as of the Additional Commitments Effective Date signed by a Responsible Officer such Increased Amount Date; provided that (1) no Default or Event of the Borrower certifying that the conditions in Section 4.02(a) Default has occurred and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders continuing or would result after giving effect to the making of such Additional Incremental Commitments shall make and Loans or the application of the proceeds therefrom, (2) such Loans increase in accordance with Section 2.01.
(c) The Additional the Commitments shall be documented evidenced by an Additional Credit Extension Amendment one or more joinder agreements (the “Increase Joinder”) executed by Borrower, the Administrative Agent and each Additional Commitment Lender providing making such Incremental Commitment, in form and substance satisfactory to each of them. The Increase Joinder may, without the Additional Commitments (and the consent of any other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender)Lenders, and the Additional Credit Extension Amendment may provide for effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerAgent, to effect the provisions of this Section 2.142.22, and each shall be recorded in the register, each of which shall be subject to the requirements set forth in Section 2.15(e). In addition, unless otherwise specifically provided herein, all references in Loan Documents to Revolving Loans or Term B Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Loans made pursuant to Incremental Revolving Commitments and Loans made pursuant to Incremental Term B Commitments (“Incremental Term Loans”), respectively, made pursuant to this Agreement.
(b) The terms and provisions of Loans made pursuant to the Incremental Commitments shall be as follows:
(i) the terms and provisions of Incremental Term Loans shall be, except as otherwise set forth herein or in the Increase Joinder, identical to the Term B Loans (it being understood that Incremental Term Loans may be part of an existing tranche of Term Loans);
(ii) the terms and provisions of Revolving Loans made pursuant to Incremental Revolving Commitments shall be identical to the Revolving Loans;
(iii) the weighted average life to maturity of all Incremental Term Loans shall be no shorter than the weighted average life to maturity of the Revolving Loans and the existing Term B Loans;
(iv) the maturity date of Incremental Term Loans shall not be earlier than the Term B Maturity Date;
(v) the Applicable Margins for the Incremental Term Loans shall be determined by Borrower and the applicable Incremental Lenders; provided, however, that the Applicable Margins for the Incremental Term Loans shall not be greater than the highest Applicable Margins that may, under any circumstances, be payable with respect to Term B Loans plus 50 basis points (and the Applicable Margins applicable to the Term B Loans shall be increased to the extent necessary to achieve the foregoing).
(c) On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each of the existing Revolving Lenders shall assign to each of the Incremental Lenders having an Incremental Revolving Commitment (the “Incremental Revolving Lenders”), and each of the Incremental Revolving Lenders shall purchase from each of the existing Revolving Lenders, at the principal amount thereof, such interests in the outstanding Revolving Loans and participations in Letters of Credit and Swingline Loans outstanding on such Increased Amount Date that will result in, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Letters of Credit and Swingline Loans being held by existing Revolving Lenders and Incremental Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (ii) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and have the same terms as any existing Revolving Loan and (iii) each Incremental Revolving Lender shall become a Lender with respect to the Revolving Commitments and all matters relating thereto. Borrower shall make any payments required pursuant to Section 2.13 in connection with any adjustment of Revolving Loans pursuant to this Section 2.22(b). Assignments made to effect this Section 2.22(b) shall be made in accordance with Section 11.04. The Administrative Agent shall notify the Lenders promptly upon receipt of Borrower’s notice of an Increased Amount Date and, in respect thereof, the Incremental Revolving Commitments and the Incremental Revolving Lenders.
(d) This Section 2.14 shall supersede On any provisions Increased Amount Date on which Incremental Term B Commitments are effected, subject to the satisfaction of the foregoing terms and conditions and the conditions set forth in Section 2.13 or Section 10.01 4.02, (i) each Incremental Lender having an Incremental Term B Commitment shall make Term B Loans to Borrower in the contraryamount of its Incremental Term B Commitment, and (ii) each Incremental Term B Lender shall become a Lender with respect to its Incremental Term B Commitment and all matters relating thereto.
(e) The Administrative Agent shall notify the Lenders promptly upon receipt of Borrower’s notice of an Increased Amount Date and, in respect thereof, the Incremental Commitments and the Incremental Lenders.
Appears in 1 contract
Increase in Commitments. (a) The Borrower may may, by written notice to the Administrative Agent, request that the Commitments be increased by an amount not to exceed the Incremental Amount at such time. Upon the receipt of such request by the Agent, the Agent elect shall deliver a copy thereof to seek commitments each Lender. Such notice shall set forth the amount of the requested increase in the Commitments (“Additional Commitments”) to increase the Commitments; provided that:
which shall be (i) the aggregate in minimum increments of $1,000,000 and a minimum amount of all Additional Commitments shall not exceed $200,000,000;
25,000,000 or (ii) equal to the remaining Incremental Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days nor more than 90 Business Days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to the Borrower and the Agent given not more than 10 Business Days after the date of the Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 Business Days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th Business Day after the Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase shall be their existing Commitments in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereofequal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Agent, the Swingline Lender and the Issuing Lender (which approvals shall not be unreasonably withheld) and the Borrower and each Augmenting Lender shall execute all such amount documentation as the Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Commitments may be made in an amount which is less than $10,000,000 if such amount represents all remaining availability under the limit set forth in increase requested by the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date Borrower if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it Borrower is equal unable to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date arrange for, or chooses not to any Lender providing Additional Commitments (in such capacityarrange for, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional CommitmentsAugmenting Lenders.
(b) Each of the parties hereto hereby agrees that the Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase in the Commitments pursuant to this Section 2.20, the outstanding Revolving Loans (if any) are held by the Lenders in accordance with their new Applicable Percentages. This may be accomplished at the discretion of the Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Borrowing, (ii) by causing Non-Increasing Lenders to assign portions of their outstanding Revolving Loans to Increasing Lenders and Augmenting Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.15, but otherwise without premium or penalty.
(c) Notwithstanding the foregoing, no increase in the Commitments or addition of a new Lender shall become effective under this Section 2.20 unless, (i) no Default shall have occurred or be continuing or would exist after giving effect to such notice shall specify increase, (xii) on the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitmentsincrease, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions set forth in Section 4.02(aparagraphs (a) and (b) are satisfied. The Borrower of Section 4.02 shall prepay any Loans outstanding be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (iii) upon reasonable request by the Agent, the Agent shall have received legal opinions and board resolutions consistent with those delivered on the Additional Commitments Effective Closing Date with respect to any Additional Commitment under Sections 4.01(g) and 4.01(k)(i) and (and pay any additional amounts required pursuant to Section 3.05iv) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is on a new Borrowing of Commitments on such Additional Commitments Effective DatePro Forma Basis, the Lenders after giving effect to such Additional increase in the Commitments and any Acquisition to be consummated simultaneously with such increase, the Borrower shall make such Loans be in accordance compliance with Section 2.01.
6.01 (c) The Additional it being understood that for purposes of determining compliance with this clause (iv), the Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lenderdeemed to be fully drawn), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14.
(d) Any incremental Commitments established hereunder shall have terms identical to the Commitments existing immediately prior to the establishment of such incremental Commitments; provided that any commitment, arrangement, upfront or similar fees may be agreed among the Borrower, the Increasing Lenders and the Augmenting Lenders providing such incremental Commitments.
(e) This Section 2.14 2.20 shall supersede any provisions in Section 2.13 2.17 or Section 10.01 10.02 to the contrary.
Appears in 1 contract
Increase in Commitments. (a) The Borrower may IPC Holdings shall have the right, at any time and from time to time after the Effective Date by written notice to and in consultation with the Administrative Agent elect Agent, to seek commitments request an increase in the Total Commitments (“each such requested increase, a "Commitment Increase"), by having one or more existing Lenders increase their respective Commitments then in effect (each, and "Increasing Lender"), by adding as a Lender with a new Commitment hereunder one or more Persons that are not already Lenders (each, an "Additional Commitments”) to increase the CommitmentsLender"), or a combination thereof; provided that:
that (i) the aggregate any such request for a Commitment Increase shall be in a minimum amount of all Additional $50,000,000 or an integral multiple of $5,000,000 in excess thereof, (ii) immediately after giving effect to any Commitment Increase, (y) the Total Commitments shall not exceed $200,000,000;
750,000,000 and (iiz) any the aggregate of all Commitment Increases effected after the Effective Date shall not exceed $250,000,000, (iii) such increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under allocated pro rata between the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Tranche 1 Commitments and (y) the Borrower may pay upfront fees on the Additional Tranche 2 Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
and (iv) no existing Lender shall be required obligated to provide increase its Commitment as a result of any Additional Commitmentsrequest for a Commitment Increase by IPC Holdings unless it agrees in its sole discretion to do so.
(b) Each Additional Lender must qualify as an Eligible Assignee (the approval of which by the Administrative Agent shall not be unreasonably withheld or delayed) and IPC Holdings and each Additional Lender shall execute a Lender Joinder Agreement together with all such notice shall specify (x) other documentation as the date (eachAdministrative Agent and IPC Holdings may reasonably require, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date all in form and substance reasonably acceptable satisfactory to the Administrative Agent and IPC Holdings, to evidence the Commitment of such Additional Lender and its status as a Lender hereunder.
(c) If the Total Commitments are increased in accordance with this Section, the Administrative Agent and IPC Holdings shall determine the effective date (the "Commitment Increase Date," which shall be a Business Day not less than thirty (30) days prior to the Commitment Termination Date) and the final allocation of such increase. The Administrative Agent shall promptly notify IPC Holdings and the Lenders of the final allocation of such increase and the Commitment Increase Date. The Administrative Agent is hereby authorized, on behalf of the Lenders, to enter into any amendments to this Agreement and the other Credit Documents as the Administrative Agent shall reasonably deem appropriate to effect such Commitment Increase.
(d) Notwithstanding anything set forth in this SECTION 3.19 to the contrary, no increase in the Total Commitments pursuant to this SECTION 3.19 shall be effective unless:
(i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent:
(A) as to each Increasing Lender, evidence of its agreement to provide a portion of the Commitment Increase, and as to each Additional Lender, a duly executed joinder agreement together with all other documentation required by the Administrative Agent and IPC Holdings pursuant to SECTION 3.19(B);
(B) an instrument, duly executed by each Credit Party, acknowledging and reaffirming its obligations under this Agreement, the Security Documents and the other Credit Documents to which it is a party and the validity and continued effect of the Liens granted in favor of the Administrative Agent thereunder;
(C) a certificate of the secretary or an assistant secretary of each Credit Party, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such Credit Party approving or consenting to such Commitment Increase;
(D) a certificate of an Authorized Officer of IPC Holdings, certifying that (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer Commitment Increase Date, all representations and warranties of the Borrower certifying that Credit Parties contained in this Agreement and the other Credit Documents are true and correct in all material respects, both immediately before and after giving effect to the Commitment Increase and any Borrowings or Letters of Credit issued in connection therewith (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct in all material respects, in each case as of such date), and (z) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to such Commitment Increase (including any Borrowings or Letters of Credit issued in connection therewith and the application of the proceeds thereof); and
(ii) Each outstanding Syndicated Letter of Credit shall have been exchanged for a new Syndicated Letter of Credit or amended, in each case giving effect to the Commitment Increase; and
(iii) In the case of any Credit Extension in connection with such Commitment Increase, the conditions precedent set forth in Section 4.02(a) and (b) are SECTION 5.2 shall have been satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to To the extent necessary to keep the outstanding Loans ratable with in the event of any revised Applicable Percentages arising from any nonratable non-ratable increase in the aggregate Tranche 1 Commitments. If there is a new Borrowing of Commitments , on such Additional Commitments Effective the Commitment Increase Date, (i) all then outstanding LIBOR Loans (the "Initial Loans") shall automatically be converted into Base Rate Loans, (ii) immediately after the effectiveness of the Commitment Increase, IPC Holdings shall, if it so requests, convert such Base Rate Loans into LIBOR Loans (the "Subsequent Borrowings") in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Notice of Conversion/Continuation delivered to the Administrative Agent in accordance with SECTION 3.10, (iii) each Tranche 1 Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Tranche 1 Lender's Tranche 1 Ratable Share (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (z) such Tranche 1 Lender's Tranche 1 Ratable Share (calculated without giving effect to the Commitment Increase) of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Tranche 1 Lender the portion of such funds equal to the difference, if positive, between (y) such Tranche 1 Lender's Tranche 1 Ratable Share (calculated without giving effect to the Commitment Increase) of the Initial Loans and (z) such Tranche 1 Lender's Tranche 1 Ratable Share (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) the Tranche 1 Lenders shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Tranche 1 Commitment (calculated after giving effect to the Commitment Increase), (vi) IPC Holdings shall pay all accrued but unpaid interest on the Initial Loans to the Tranche 1 Lenders entitled thereto, and (vii) SCHEDULE 1.1(A) shall automatically be amended to reflect the Tranche 1 Commitments of all Tranche 1 Lenders after giving effect to such Additional Commitments shall make such the Commitment Increase. The conversion of the Initial Loans in accordance with Section 2.01.
pursuant to clause (ci) The Additional Commitments above shall be documented subject to indemnification by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments IPC Holdings pursuant to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14SECTION 3.17 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Ipc Holdings LTD)
Increase in Commitments. (a) The Borrower may by written notice to the Administrative Agent elect to seek (x) commitments (“Additional Revolving Commitments”) to increase the Revolving Commitments of any Class and/or (y) commitments (“Additional Term Commitments”) to increase the aggregate principal amount of any existing Class of Term Loans or to establish one or more new Classes of Term Loans; provided that:
: (i) the aggregate amount of all Additional Commitments shall not exceed $200,000,000;
the Incremental Cap; (ii) any such increase or any new Class shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent Business Day and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that that, before and after giving effect to the conditions in Additional Commitments (and assuming full utilization thereof) the requirements of Section 4.02(a2.20(a)(i), (iv) and (bx) are satisfied, and setting forth the calculation of the Incremental Cap.
(c) On each Additional Commitments Effective Date with respect to any Additional Term Commitment, each Additional Term Lender shall make an Additional Term Loan to the Borrower in a principal amount equal to its Additional Term Commitment. The Borrower shall prepay any Revolving Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Revolving Commitment (and pay any additional amounts required pursuant to Section 3.052.16) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages pro rata across all Classes of Revolving Commitments arising from any nonratable increase in the Revolving Commitments. If there is a new Borrowing borrowing of Revolving Commitments on such Additional Commitments Effective Date, the Revolving Lenders after giving effect to such Additional Revolving Commitments shall make such Revolving Loans in accordance with Section 2.012.01(b).
(cd) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender the Persons providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.or
Appears in 1 contract
Samples: Credit Agreement (Virtus Investment Partners, Inc.)
Increase in Commitments. (a) The Borrower may by written notice Provided that no Default or Event of Default has occurred and is continuing, subject to the Administrative Agent elect terms and conditions set forth in this Section 2.8, Borrowers shall have the option, at any time and from time to seek commitments time, before the Maturity Date to request the increase of the Total Commitment (each, a “Additional CommitmentsCommitment Increase”) to increase the Commitments; provided that:
(i) the aggregate amount of all Additional Commitments shall not exceed $200,000,000;
(ii) any such increase shall be ), in an aggregate amount of not to exceed $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause 100,000,000.00, by giving written notice to Administrative Agent (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacityeach, an “Additional Commitment LenderIncrease Notice”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
(b) Each such notice , each of which shall specify (x) the date (each, an “Additional Commitments Increase Effective Date”) on which the Borrower proposes Borrowers propose that the Additional Commitments applicable Commitment Increase shall be effective, which shall be a date reasonably acceptable not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent; provided that any such individual increase of the Total Commitment must be in a minimum amount of $5,000,000.00 and increments of $5,000,000.00 in excess thereof unless otherwise approved by Administrative Agent in its sole discretion. Upon receipt of any Increase Notice, Administrative Agent shall consult with the Co-Lead Arrangers and shall notify Parent of the amount of the facility fees to be paid to any Lenders who provide a portion of the Commitment Increase pursuant to such Increase Notice in connection with such increase in the Total Commitment (which shall be in addition to the fees to be paid to Administrative Agent and KeyBanc pursuant to the Fee Letter). If Borrowers agree to pay the facility fees so determined, Administrative Agent shall send a notice to all Lenders (y) each, a “Commitment Increase Request Notice”), informing them of Borrowers’ request to increase the identity Total Commitment and of the Persons (each facility fees to be paid with respect thereto. Each Lender who desires to provide a portion of which the Commitment Increase upon such terms shall be an Eligible Assignee (for this purpose treating provide Administrative Agent with a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and written commitment letter specifying the portion of the Additional Commitment Increase which it is willing to provide prior to such deadline as may be specified in the Commitment Increase Request Notice. If the requested increase is oversubscribed, Administrative Agent and the Co-Lead Arrangers shall allocate the Commitment Increase among the Lenders who provide such commitment letters on such basis as Administrative Agent and the Co-Lead Arrangers shall determine in their sole discretion. If the increases to the Total Commitment so provided are not sufficient to provide the full amount of the Commitment Increase requested by Borrowers, then Administrative Agent, or Borrowers may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to Administrative Agent, the Lead Arranger and Parent) to become a Lender and provide a portion of the Commitment Increase. Administrative Agent shall provide all Lenders with a notice setting forth the amount, if any, of the Commitment Increase to be provided by each such PersonLender and the revised Commitment Percentages which shall be applicable after the Increase Effective Date. As a condition precedent In no event shall any Lender be obligated to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and increase its Commitment.
(b) are satisfied. The Borrower terms and provisions of the Revolving Loans made pursuant to the Commitment Increases shall prepay any be as follows:
(i) the proceeds of such Revolving Loans outstanding shall be used solely to acquire one hundred percent (100%) of the fee interest of one or more of the Senior Care Properties described on Schedule 1.1(c) or other properties approved by Administrative Agent and Required Lenders;
(ii) terms and provisions of Loans made pursuant to the Additional Commitments Effective Date Commitment Increases shall be identical to the existing Revolving Loans (except as otherwise set forth in Section 2.8(a) with respect to any Additional Commitment (and pay any additional amounts required the facility fees paid in connection therewith), it being understood that the Loans made pursuant to Section 3.05) the Commitment Increases will be, for all intents and purposes, Revolving Loans, and all references in the Loan Documents shall be deemed, unless the context otherwise requires, to include references to Loans made pursuant to the extent necessary Commitment Increases that are Revolving Loans made pursuant to keep this Agreement; and
(iii) the outstanding maturity date of Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in shall be the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Maturity Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.
(c) The Additional Commitments Upon each Increase Effective Date of each increase in the Total Commitment pursuant to this Section 2.8, (i) the applicable Commitment Increase shall be documented effected by an Additional Credit Extension Amendment a joinder agreement (the “Increase Joinder”) executed by Borrowers, Administrative Agent and each Additional Lender making a portion of such Commitment Lender providing the Additional Commitments (Increase, in form and the other Persons specified in the definition substance reasonably satisfactory to each of Additional Credit Extension Amendment but no other existing Lender)them, and the Additional Credit Extension Amendment may provide for Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerAgent, to effect the provisions of this Section 2.142.8, (ii) Administrative Agent may unilaterally revise Schedule 1.1(a) to reflect the name and address, Commitment and Commitment Percentage of each Lender following such increase and (iii) Borrowers shall execute and deliver to Administrative Agent a new Revolving Loan Note for each Lender whose Commitment has changed so that the principal amount of such Lender’s Revolving Loan Note shall equal its Commitment. Administrative Agent shall deliver such replacement Revolving Loan Note to the respective Lenders in exchange for the Revolving Loan Note replaced thereby which shall be surrendered by such Lenders. Each such new Revolving Loan Note shall provide that it is a replacement for the applicable surrendered Revolving Loan Note and that it does not constitute a novation, shall be dated as of the applicable Increase Effective Date and shall otherwise be in substantially the form of the replaced Revolving Loan Note. Concurrently with the issuance of any new Revolving Loan Note pursuant to this Section 2.8(c), Borrowers shall deliver an opinion of counsel, addressed to the Lenders and Administrative Agent, relating to the due authorization, execution and delivery of such new Revolving Loan Note and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Revolving Loan Note shall be canceled and returned to Borrowers.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 Notwithstanding anything to the contrary.contrary contained herein, Borrowers may not request any Commitment Increase unless the following conditions precedent are satisfied prior to the effectiveness thereof, which conditions cannot be waived without the consent of all of the Lenders:
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Griffin-American Healthcare REIT III, Inc.)
Increase in Commitments. (a) The Borrower may Company may, at any time after the Closing Date by written notice to the Administrative Agent elect to seek commitments Agent, propose an increase in the total Commitments hereunder (each such proposed increase being a “Additional CommitmentsCommitment Increase”) either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by having a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”), in each case, with the approval of the Administrative Agent (not to be unreasonably withheld, conditioned or delayed); provided that each Assuming Lender shall be a NAIC Approved Bank or any other Person which shall have in effect a Confirming Bank Agreement or Limited Fronting Lender Agreement, in each case, with a Person or Lender, as applicable, which is a NAIC Approved Bank. Such notice shall specify (i) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to by each such Increasing Lender or Assuming Lender, (iii) the date on which such Commitment Increase is to be effective (a “Commitment Increase Date”) (which shall be a Business Day at least five Business Days after delivery of such notice and 30 days prior to the Commitment Termination Date) and (iv) the Company’s election whether to increase the Commitments; Foreign Currency Sublimit Dollar Amount as provided thatbelow. Each Commitment Increase shall be subject to the following additional conditions:
(i) unless the aggregate Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any Commitment Increase shall be in a minimum amount of all Additional Commitments shall not exceed at least $200,000,00025,000,000;
(ii) any such increase unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an aggregate amount of at least $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i)25,000,000;
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date after giving effect to any Lender providing Additional Commitments (in such capacityCommitment Increase, an “Additional the aggregate amount of Commitment Lender”); andIncreases hereunder shall not exceed $500,000,000;
(iv) no existing Lender Default has occurred and is continuing on the relevant Commitment Increase Date or shall be required to provide result from any Additional Commitments.Commitment Increase; and
(b) Each such notice shall specify (xv) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent representations and (y) the identity warranties of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions Loan Parties set forth in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may shall be necessary or appropriatetrue and correct in all material respects (or, in the reasonable opinion case of such representations and warranties qualified as to materiality, in all respects) on and as of the Administrative Agent relevant Commitment Increase Date as if made on and the Borroweras of such date (or, if any such representation or warranty is expressly stated to effect the provisions have been made as of this Section 2.14a specific date, as of such specific date).
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (American International Group, Inc.)
Increase in Commitments. (a) The Borrower may shall have the right, at any time prior to the date 6 months prior to the Tranche 2 Termination Date by written notice to and in consultation with the Administrative Agent elect Agent, to seek commitments request an increase in the Tranche 2 Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Tranche 2 Lenders increase their respective Tranche 2 Commitments then in effect (each, an “Increasing Lender”), by adding as a Tranche 2 Lender with a new Tranche 2 Commitment hereunder one or more Persons that are not already Tranche 2 Lenders (each, an “Additional CommitmentsLender”) to increase the Commitments), or a combination thereof; provided that:
that (i) any such request for a Commitment Increase shall be in a minimum amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof, (ii) immediately after giving effect to any Commitment Increase, (y) the aggregate amount of all Additional Tranche 2 Commitments shall not exceed $200,000,000;
150,000,000 and (iiz) any such increase the aggregate of all Commitment Increases effected after the Effective Date shall be in an aggregate amount of not exceed $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
50,000,000, and (iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Tranche 2 Lender shall be required obligated to provide increase its Tranche 2 Commitment as a result of any Additional Commitmentsrequest for a Commitment Increase by the Borrower unless it agrees in its sole discretion to do so.
(b) Each such notice shall specify Additional Lender must qualify as an Eligible Assignee (x) the date (each, an “Additional Commitments Effective Date”) on approval of which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to by the Administrative Agent and (ythe Fronting Bank shall not be unreasonably withheld or delayed) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom and the Borrower proposes would provide the and each Additional Commitments and the portion of the Additional Commitment to be provided by each Lender shall execute a joinder agreement together with all such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to other documentation as the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of and the Borrower certifying that the conditions may reasonably require, all in Section 4.02(a) form and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect substance reasonably satisfactory to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to evidence the Tranche 2 Commitment of such Additional Lender and its status as a Tranche 2 Lender hereunder.
(c) If the aggregate Tranche 2 Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Commitment Increase Date,” which shall be a Business Day not less than thirty (30) days prior to the Commitment Termination Date) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Commitment Increase Date. The Administrative Agent is hereby authorized, on behalf of the Lenders, to enter into any amendments to this Agreement and the other Credit Documents as the Administrative Agent shall reasonably deem appropriate to effect the provisions of this Section 2.14such Commitment Increase.
(d) This Notwithstanding anything set forth in this Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 2.19 to the contrary, no increase in the Tranche 2 Commitments pursuant to this Section 2.19 shall be effective unless:
(i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent:
(A) as to each Increasing Lender, evidence of its agreement to provide a portion of the Commitment Increase, and as to each Additional Lender, a duly executed joinder agreement together with all other documentation required by the Administrative Agent pursuant to Section 2.19(b);
(B) an instrument, duly executed by each Credit Party, acknowledging and reaffirming its obligations under this Agreement, the Security Documents and the other Credit Documents to which it is a party and the validity and continued effect of the Liens granted in favor of the Administrative Agent thereunder;
(C) a certificate of the secretary or an assistant secretary of each Credit Party, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such Credit Party approving or consenting to such Commitment Increase;
(D) a certificate of a Financial Officer of the Borrower, certifying that (y) as of the Commitment Increase Date, all representations and warranties of the Credit Parties contained in this Agreement and the other Credit Documents qualified as to materiality are true and correct and those not so qualified are true and correct in all material respects, both immediately before and after giving effect to the Commitment Increase and any Letters of Credit issued in connection therewith (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct (if qualified as to materiality) or true and correct in all material respects (if not so qualified), in each case as of such date), and (z) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to such Commitment Increase (including any Letters of Credit issued in connection therewith and the application of the proceeds thereof); and
(ii) Each outstanding Syndicated Letter of Credit shall have been amended giving effect to the Commitment Increase or, if required, returned by each respective beneficiary to the Administrative Agent and cancelled and/or exchanged for a new or amended Syndicated Letter of Credit giving effect to the Commitment Increase; and
(iii) In the case of any Credit Extension in connection with such Commitment Increase, the conditions precedent set forth in Section 4.2 shall have been satisfied.”
Appears in 1 contract
Samples: Second Amendment Agreement (Odyssey Re Holdings Corp)
Increase in Commitments. (a) The Borrower may shall have the right, at any time and from time to time after January 31, 2013 by written notice to and in consultation with the Administrative Agent elect Agent, to seek commitments (“Additional Commitments”) to request an increase the Commitments; provided that:
(i) in the aggregate Revolving Credit Commitment (but the aggregate outstanding principal amount of all Additional Commitments Letter of Credit Advances and Undrawn Amounts shall not be increased and shall in no event exceed $200,000,000;
35,000,000) (ii) any each such requested increase, a “Commitment Increase”), by having one or more existing Banks increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the their respective Revolving Credit Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that in effect (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacityeach, an “Additional Commitment LenderIncreasing Bank”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date , by adding as a Bank with a new Revolving Credit Commitment hereunder one or more Persons that are not already Banks (each, an “Additional Commitments Effective DateBank”), or a combination thereof provided that (i) on which the Borrower proposes that the Additional Commitments any such request for a Commitment Increase shall be effectivein a minimum amount of $5,000,000, which shall be a date reasonably acceptable (ii) immediately after giving effect to the Administrative Agent and any Commitment Increase, (y) the identity aggregate Revolving Credit Commitments shall not exceed $75,000,000 and (z) the aggregate of all Commitment Increases effected shall not exceed $40,000,000, (iii) no Default shall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase, (iv) immediately after giving effect to any Commitment Increase (including any Revolving Credit Borrowings in connection therewith and the application of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assigneeproceeds thereof)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver be in compliance with the covenants contained in Article V, (v) subject to the Administrative terms of (vi), the Borrower may invite an Additional Bank to provide a Commitment Increase subject to the Agent’s consent to such Additional Bank in writing which consent may not be unreasonably withheld; and (vi) the Borrower shall give the existing Banks the right of first refusal for participating in any such Commitment Increase by providing such notice to the Agent fifteen (15) Domestic Business Days before making a certificate dated as request to any Person that is not already a Bank. An existing Bank shall have priority over Additional Banks to participate in such requested Commitment Increase if such existing Bank provides written notice of its election to participate within fifteen (15) Domestic Business Days of such existing Bank’s receipt of such notice. Such notice from the Borrower shall specify the requested amount of the Additional Commitments Effective Date signed Commitment Increase. No Bank shall have any obligation to become an Increasing Bank. Any fees paid by a Responsible Officer of the Borrower certifying that for a Commitment Increase to an Increasing Bank, an Additional Bank, or the conditions Agent shall be for their own account and shall be in Section 4.02(a) an amount, if any, mutually agreed upon by each such party and the Borrower, in each party’s sole discretion.
(b) are satisfied. The Borrower, the other Loan Parties and each Additional Bank shall execute a joinder agreement, and the Borrower, the other Loan Parties and each Bank shall execute all such other documentation as the Agent and the Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (may reasonably require, all in form and pay any additional amounts required pursuant to Section 3.05) substance reasonably satisfactory to the extent necessary Agent and the Borrower, to keep evidence the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase Revolving Credit Commitment adjustments referred to in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.012.17.
(c) The If the aggregate Revolving Credit Commitments are increased in accordance with this Section 2.17, the Borrower (in consultation with the Agent), Increasing Bank(s) (if any) and Additional Commitments Bank(s) (if any) shall agree upon the effective date (the “Commitment Increase Date,” which shall be documented a Domestic Business Day not less than thirty (30) days prior to the Maturity Date). The Agent shall promptly notify the Banks of such increase and the Commitment Increase Date. Each of the Borrower, the Guarantors, the Banks and the Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.17 (x) shall not require the consent of any Guarantor or any Bank other than the Increasing Banks and Additional Banks who have
(d) Notwithstanding anything set forth in this Section 2.17 to the contrary, the Borrower shall not incur any Revolving Credit Advances pursuant to any Commitment Increase (and no Commitment Increase shall be effective) unless the conditions set forth in Section 2.17(a) as well as the following conditions precedent are satisfied on the applicable Commitment Increase Date:
(i) The Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Agent:
(A) a supplement to this Agreement signed by each Increasing Bank (if any) and Additional Bank (if any), setting forth the reallocation of Revolving Credit Commitments referred to in Section 2.17(e), all other documentation required by the Agent pursuant to Section 2.17(b) and such other modifications, documents or items as the Agent, such Banks or their counsel may reasonably request;
(B) an Additional Credit Extension Amendment instrument, duly executed by the Borrower and each Additional Commitment Lender providing the Additional Commitments (Guarantor, if any, acknowledging and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to reaffirming its obligations under this Agreement and the other Loan Documents to which it is a party;
(C) a certificate of the secretary or an assistant secretary of the Borrower and each Guarantor, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such party approving or consenting to such Commitment Increase;
(D) a certificate of the chief financial officer of the Borrower, certifying that (x) as may be necessary of the Commitment Increase Date, all representations and warranties of the Borrower and the Guarantors contained in this Agreement and the other Loan Documents are true and correct (except to the extent any such representation or appropriatewarranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct as of such date), except that for purposes of this Section 2.17(d)(i) the reasonable opinion representations and warranties contained in Section 4.10(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 5.01, (y) immediately after giving effect to such Commitment Increase (including any Borrowings in connection therewith and the application of the Administrative proceeds thereof), the Borrower is in compliance with the covenants contained in Article V, and (z) no Default has occurred and is continuing, both immediately before and after giving effect to such Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof);
(E) an opinion or opinions of counsel for the Borrower and the Guarantors, in a form reasonably satisfactory to Agent and covering such matters as Agent may reasonably request, addressed to the Agent and the BorrowerBanks, together with such other documents, instruments and certificates as the Agent shall have reasonably requested; and
(F) such other documents or items that the Agent, such Banks or their counsel may reasonably request.
(e) On the Commitment Increase Date, (i) the aggregate principal outstanding amount of the Revolving Credit Advances (the “Initial Advances”) immediately prior to giving effect to the Commitment Increase shall be deemed to be repaid, (ii) immediately after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Revolving Credit Borrowings of Revolving Credit Advances (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Advances and of the types and for the Interest Periods specified in a Notice of Borrowing delivered to the Agent in accordance with Section 2.02(a), (iii) each Bank shall pay to the Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Bank’s pro rata percentage (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (z) such Bank’s pro rata percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances, (iv) after the Agent receives the funds specified in clause (iii) above, the Agent shall pay to each Bank the portion of such funds equal to the difference, if positive, between (y) such Bank’s pro rata percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances and (z) such Bank’s pro rata percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) the Bank shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Revolving Credit Commitments (calculated after giving effect to the Commitment increase), (vi) the Borrower shall pay all accrued but unpaid interest on the Initial Advances to the Banks entitled thereto, and (vii) the signature pages hereto shall be deemed amended to reflect the Revolving Credit Commitments of all Banks after giving effect to the Commitment Increase. The deemed payments made pursuant to clause (i) above in respect of each Euro-Dollar Advance shall be subject to indemnification by the Borrower pursuant to the provisions of this Section 2.14.8.05
(d) This Section 2.14 shall supersede any provisions 5.05 of the Credit Agreement is hereby amended and restated in Section 2.13 or Section 10.01 its entirety to the contrary.read as follows:
Appears in 1 contract
Samples: Credit Agreement (Cato Corp)
Increase in Commitments. (ai) The Borrower may may, by written notice to the Administrative Agent elect from time to seek commitments time after the Closing Date, request that the aggregate Commitments be increased by an amount not to exceed the Incremental Commitment Amount at such time by delivering a request to the Agent, who shall deliver a copy thereof to each Lender. Such notice shall set forth (A) the amount of the requested increase in the aggregate Commitments (which shall be in minimum increments of U.S.$1,000,000 and a minimum amount of U.S.$5,000,000 or equal to the remaining Incremental Commitment Amount), (B) the date on which such increase is requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and (C) the Lenders who have agreed to increase their Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Additional CommitmentsIncreasing Lender”) or one or more banks or other entities who have agreed to increase extend the CommitmentsCommitment by all or a portion of the offered amount (any such bank or other entity referred to in this clause (c) being called an “Augmenting Lender” and, together with the Increasing Lenders, the “Incremental Lenders”) in an aggregate amount equal to the unsubscribed amount; provided that:
that each Augmenting Lender shall be subject to the approval of the Agent (i) which approval shall not be unreasonably withheld or delayed). Any increase in the aggregate Commitments may be made in an amount of all Additional Commitments shall which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not exceed $200,000,000;to arrange for, Incremental Lenders.
(ii) The Borrower and each Incremental Lender shall execute and deliver to the Agent an Incremental Assumption Agreement and such other documentation as the Agent shall reasonably specify to evidence the Incremental Commitment of such Incremental Lender or its status as a Lender hereunder. The Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any such increase Incremental Assumption Agreement, this Agreement shall be in an aggregate amount deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);Incremental Commitment evidenced thereby.
(iii) Each of the Additional parties hereto hereby agrees that the Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase in the aggregate Commitments pursuant to this Section 2.01(c), the outstanding Advances (if any) are held by the Lenders in accordance with their new Pro Rata Shares. This may be accomplished at the discretion of the Agent (A) by requiring the outstanding Advances to be prepaid with the proceeds of a new Borrowing, (B) by causing Non-Increasing Lenders to assign portions of their outstanding Advances to Incremental Lenders, (C) by permitting the Borrowings outstanding at the time of any increase in the aggregate Commitments pursuant to this Section 2.01(c) to remain outstanding until the last days of the respective Interest Periods therefor, even though the Lenders would hold such Borrowings other than in accordance with their new Pro Rata Shares, or (D) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (c) shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior subject to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) indemnification by the Borrower may pay upfront fees on the Additional Commitments Effective Date pursuant to any Lender providing Additional Commitments (in such capacitySection 2.12, an “Additional Commitment Lender”); andbut otherwise without premium or penalty.
(iv) Notwithstanding the foregoing, no existing increase in the aggregate Commitments (or in the Commitment of any Lender) or addition of a new Lender shall be required to provide any Additional Commitments.
become effective under this Section 2.01(c) unless, (bA) Each such notice shall specify (x) on the date (eachof such increase, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments conditions set forth in Section 3.02 shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments satisfied and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower Agent shall deliver to the Administrative Agent have received a certificate to that effect dated as of the Additional Commitments Effective Date signed such date and executed by a Responsible Officer of the Borrower certifying and (B) the Agent shall have received (with sufficient copies for each of the Lenders) an officer’s certificate consistent with those delivered on the Closing Date (or other supplemental resolutions) but dated as of the date of such increase under clauses (a)(ix) through (xii) of Section 3.01, which certificate shall include a certification from a Responsible Officer that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding resolutions delivered on the Additional Commitments Effective Closing Date with respect to any Additional Commitment (remain in full force and pay any additional amounts required pursuant to Section 3.05) to effect and authorize the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable applicable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01aggregate commitments.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Samples: Subordinated Credit Agreement (Brigham Exploration Co)
Increase in Commitments. (a) The Borrower may by written notice shall have the right at any time prior to the Administrative Agent elect date that is 30 days prior to seek commitments (“Additional Commitments”) the Maturity Date to increase the CommitmentsAggregate Commitments hereunder by an amount (for all such requests) not exceeding $50,000,000 by adding to this Reimbursement and Pledge Agreement one or more other Eligible Assignees (which may include any existing Lender, with the consent of such Lender in its sole discretion) (each such bank, a “Supplemental Lender”) with the approval of (x) the Administrative Agent; unless such Supplemental Lender is a Lender or an Affiliate of a Lender (which approval shall not be unreasonably withheld or delayed) and (y) the Fronting Bank (which approval shall not be unreasonably withheld or delayed), provided that:
that (i) the aggregate amount of all Additional Commitments each Supplemental Lender shall not exceed $200,000,000;
have entered into an agreement pursuant to which such Supplemental Lender shall undertake a Commitment (or, if such Supplemental Lender is an existing Lender, pursuant to which its Commitment shall be increased), (ii) such Commitment of any Supplemental Lender that is not an existing Lender shall be in an amount of at least $10,000,000, (iii) such increase Commitment (together with the increased Commitment(s) of all other Supplemental Lenders being provided at such time) shall be in an aggregate amount of at least $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments 10,000,000, and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing if such Supplemental Lender will need to be a Participating Bank, the Fronting Bank shall be required have agreed to provide any Additional Commitmentsfront for such Supplemental Lender under Several Letters of Credit on terms satisfactory to the Fronting Bank.
(b) Each such notice Supplemental Lender shall specify (x) the date (each, enter into an “Additional Commitments Effective Date”) on which agreement in form and substance satisfactory to the Borrower proposes that and the Additional Administrative Agent and its counsel pursuant to which such Supplemental Lender shall, as of the effective date of such increase in the Commitments shall be effective, (which shall be a date reasonably acceptable to Business Day and, unless the Administrative Agent otherwise agrees, on which no issuance, amendment, renewal or extension of any Letter of Credit is scheduled to occur, each a “Supplemental Commitment Date”), undertake a Commitment (or, if any such Supplemental Lender is an existing Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date) and such Supplemental Lender shall thereupon become (yor continue to be) a “Lender” for all purposes hereof.
(c) Notwithstanding the foregoing, no increase in the Aggregate Commitments hereunder pursuant to this Section shall be effective unless:
(i) the identity Borrower shall have given the Administrative Agent notice of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each any such Person. As a condition precedent increase at least three Business Days prior to the effectiveness applicable Supplemental Commitment Date;
(ii) no Default or Event of any Additional Commitments, Default shall have occurred and be continuing on the applicable Supplemental Commitment Date; and
(iii) the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Supplemental Commitment Date signed by a Responsible Officer of the Borrower certifying that and attaching the conditions in Section 4.02(a) resolutions adopted by the Borrower approving or consenting to such increase, and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (certifying that, before and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans increase, (x) the representations and warranties contained in accordance with Section 2.01.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (Article 5 and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents shall be true in all material respects on and as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent applicable Supplemental Commitment Date with the same force and the Borrowereffect as if made on and as of such date (or, if any such representation or warranty is expressly stated to effect the provisions have been made as of this Section 2.14a specific date, as of such specific date); and (y) no Default or Event of Default exists.
(d) The Administrative Agent shall promptly notify the Lenders of the new Applicable Percentages after giving effect to the Supplemental Commitment. Promptly after the Supplemental Commitment Date, the LC Administrator shall amend the outstanding Several Letters of Credit to reflect the new “Commitment share” of each Lender (including the Supplemental Lenders) and prior to the date a Several Letter of Credit has been amended to give effect to such new “Commitment share”, each Supplemental Lender shall be deemed to irrevocably and unconditionally purchase from each Lender who has issued such Several Letter of Credit, a risk participation in such Several Letter of Credit in an amount such that after giving effect to such purchase, each Lender (including the Supplemental Lender) has its Applicable Percentage of such Several Letter of Credit.
(e) This Section 2.14 shall supersede any provisions in Section 2.13 3.1.7 or Section 10.01 14.10 to the contrary.
Appears in 1 contract
Samples: Letter of Credit Reimbursement and Pledge Agreement (Montpelier Re Holdings LTD)
Increase in Commitments. (a) The Borrower may by written notice Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this Section 2.10 and with the approval of Administrative Agent elect Agent, Borrowers shall have the option, at any time and from time to seek commitments time, before the Maturity Date to request the increase of the Total Real Estate Revolving Loan Commitment or the increase of the Total A/R Revolving Loan Commitment (each, a “Additional CommitmentsCommitment Increase”) to increase the Commitments; provided that:
(i) the ), in an aggregate amount of all Additional Commitments not to exceed $140,000,000.00 (such that the Total Commitment shall not exceed $200,000,000;
500,000,000.00), by giving written notice to Administrative Agent (ii) any such increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacityeach, an “Additional Commitment LenderIncrease Notice”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
(b) Each such notice , each of which shall specify (x) the date (each, an “Additional Commitments Increase Effective Date”) on which the Borrower proposes Borrowers propose that the Additional Commitments applicable Commitment Increase shall be effective, which shall be a date reasonably acceptable not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent, and the Commitment to be increased; provided that any such individual increase of the Real Estate Revolving Loan Commitment or the A/R Revolving Loan Commitment must be in a minimum amount of $5,000,000.00 and increments of $5,000,000.00 in excess thereof unless otherwise approved by Administrative Agent in its sole discretion. Upon receipt of any Increase Notice, Administrative Agent shall consult with KeyBanc and shall notify Parent of the amount of the facility fees to be paid to any Real Estate Revolving Loan Lenders or A/R Revolving Loan Lenders, as the case may be, who provide a portion of the Commitment Increase pursuant to such Increase Notice in connection with such increase in the Total Real Estate Revolving Loan Commitment or Total A/R Revolving Loan Commitment, as the case may be (which shall be in addition to the fees to be paid to Administrative Agent and KeyBanc pursuant to the Administrative Agent Fee Letter). If Borrowers agree to pay the facility fees so determined, Administrative Agent shall send a notice to all Real Estate Revolving Loan Lenders or A/R Revolving Loan Lenders, as the case may be (each, a “Commitment Increase Request Notice”), informing them of Borrowers’ request to increase the Total Real Estate Revolving Loan Commitment or Total A/R Revolving Loan Commitment, as the case may be, and (y) the identity of the Persons (each facility fees to be paid with respect thereto. Each Real Estate Revolving Loan Lender or A/R Revolving Loan Lender, as the case may be, who desires to provide a portion of which the Commitment Increase upon such terms shall be an Eligible Assignee (for this purpose treating provide Administrative Agent with a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and written commitment letter specifying the portion of the Additional Commitment Increase which it is willing to provide prior to such deadline as may be specified in the Commitment Increase Request Notice. If the requested increase is oversubscribed, Administrative Agent and KeyBanc shall allocate the Commitment Increase among the Real Estate Revolving Loan Lenders or A/R Revolving Loan Lenders, as the case may be, who provide such commitment letters on such basis as Administrative Agent and KeyBanc shall determine in their sole discretion. If the increases to the Total Real Estate Revolving Loan Commitment or Total A/R Revolving Loan Commitment, as the case may be, so provided are not sufficient to provide the full amount of the Commitment Increase requested by Borrowers, then Administrative Agent, KeyBanc or Borrowers may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to Administrative Agent, KeyBanc and Parent) to become a Real Estate Revolving Loan Lender or an A/R Revolving Loan Lenders, as the case may be, and provide a portion of the Commitment Increase. Administrative Agent shall provide all Lenders with a notice setting forth the amount, if any, of the Commitment Increase to be provided by each such PersonReal Estate Revolving Loan Lender or A/R Revolving Loan Lender, as the case may be, and the revised Real Estate Revolving Loan Commitment Percentages or A/R Revolving Loan Commitment Percentages, as the case may be, which shall be applicable after the Increase Effective Date. As a condition precedent In no event shall any Lender be obligated to increase its Real Estate Revolving Loan Commitment or A/R Revolving Loan Commitment, as the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and case may be.
(b) are satisfied. The Borrower terms and provisions of the Real Estate Revolving Loans or A/R Revolving Loans, as the case may be, made pursuant to the Commitment Increases shall prepay any be as follows:
(i) terms and provisions of Loans outstanding on made pursuant to the Additional Commitments Effective Date Commitment Increases shall be identical to the existing Real Estate Revolving Loans or A/R Revolving Loans, as the case may be (except as otherwise set forth in Section 2.10(a) with respect to any Additional Commitment (and pay any additional amounts required the facility fees paid in connection therewith), it being understood that the Loans made pursuant to Section 3.05) the Commitment Increases will be, for all intents and purposes, Real Estate Revolving Loans or A/R Revolving Loans, as the case may be, and all references in the Loan Documents to Real Estate Revolving Loans or A/R Revolving Loans, as the case may be, shall be deemed, unless the context otherwise requires, to include references to Loans made pursuant to the extent necessary Commitment Increases that are Real Estate Revolving Loans or A/R Revolving Loans, as the case may be, made pursuant to keep this Agreement; and
(ii) the outstanding maturity date of Real Estate Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in or A/R Revolving Loans, as the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective case may be, shall be the Maturity Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.
(c) The Additional Commitments Upon each Increase Effective Date of each increase in the Total Real Estate Revolving Loan Commitment or Total A/R Revolving Loan Commitment, as the case may be, pursuant to this Section 2.10, (i) the applicable Commitment Increase shall be documented effected by an Additional Credit Extension Amendment a joinder agreement (the “Increase Joinder”) executed by Borrowers, Guarantors, Administrative Agent and each Additional Lender making a portion of such Commitment Lender providing the Additional Commitments (Increase, in form and the other Persons specified in the definition substance reasonably satisfactory to each of Additional Credit Extension Amendment but no other existing Lender)them, and the Additional Credit Extension Amendment may provide for Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerAgent, to effect the provisions of this Section 2.142.10, (ii) Administrative Agent may unilaterally revise Schedule 1.1(a) to reflect the name and address, Real Estate Revolving Loan Commitment or A/R Revolving Loan Commitment, as the case may be, and Real Estate Revolving Loan Commitment Percentage or A/R Revolving Loan Commitment Percentage, as the case may be, of each Lender following such increase and (iii) Borrowers shall execute and deliver to Administrative Agent a new Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be, for each Real Estate Revolving Loan Lender or A/R Revolving Loan Lender, as the case may be, whose Real Estate Revolving Loan Commitment or A/R Revolving Loan Commitment, as the case may be, has changed so that the principal amount of such Real Estate Revolving Loan Lender’s or A/R Revolving Loan Lender’s, as the case may be, Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be, shall equal its Real Estate Revolving Loan Commitment or A/R Revolving Loan Commitment, as the case may be. Administrative Agent shall deliver such replacement Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be, to the respective Real Estate Revolving Loan Lenders or A/R Revolving Loan Lenders, as the case may be, in exchange for the Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be, replaced thereby which shall be surrendered by such Real Estate Revolving Loan Lenders or A/R Revolving Loan Lenders, as the case may be. Each such new Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be, shall provide that it is a replacement for the applicable surrendered Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be, and that it does not constitute a novation, shall be dated as of the applicable Increase Effective Date and shall otherwise be in substantially the form of the replaced Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be. Concurrently with the issuance of any new Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be, pursuant to this Section 2.10(c), Borrowers shall deliver an opinion of counsel, addressed to the Lenders and Administrative Agent, relating to the due authorization, execution and delivery of such new Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be, and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Real Estate Revolving Loan Note or A/R Revolving Loan Note, as the case may be, shall be canceled and returned to Borrowers.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 Notwithstanding anything to the contrary.contrary contained herein, Borrowers may not request any Commitment Increase unless the following conditions precedent are satisfied prior to the effectiveness of thereof, which conditions cannot be waived without the consent of all of the Lenders:
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Griffin-American Healthcare REIT III, Inc.)
Increase in Commitments. (a) The Borrower may may, at any time prior to the Termination Date, with the consent of the Administrative Agent (not to be unreasonably withheld), request that the aggregate amount of the Commitments be increased by written an amount equal to $5,000,000 or an integral multiple of $1,000,000 in excess thereof (each a "Commitment Increase") to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the "Increase Date") as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitment Increases exceed $20,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfied. Second Amended and Restated Xxxxxxx Credit Agreement
(b) The Administrative Agent elect shall promptly notify such Eligible Assignees as it shall identify of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to seek commitments participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (“Additional Commitments”the "Commitment Date"). The requested Commitment Increase shall be allocated among the Eligible Assignees willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent.
(c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to increase the Commitmentsamount, if any, by which the Eligible Assignees are willing to participate in the requested Commitment Increase; provided thatprovided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof.
(d) On each Increase Date, each Eligible Assignee that is not prior to such date a Lender hereunder and accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.17(c) (each such Eligible Assignee, an "Assuming Lender") shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Eligible Assignee that prior to such date is a Lender and accepts an offer to participate in such a requested Commitment Increase (an "Increasing Lender") shall be so increased by such amount as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date:
(i) (A) certified copies of resolutions of the aggregate amount Board of all Additional Commitments shall not exceed $200,000,000Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement, (B) a consent executed by each Guarantor approving the Commitment Increase and the corresponding modifications to this Agreement and (C) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form of Exhibit D hereto;
(ii) any such increase shall be an assumption agreement from each Assuming Lender, if any, in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior form and substance satisfactory to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments Borrower and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee"Assumption Agreement")) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment duly executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender)such Eligible Assignee, and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower;
(iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent;
(iv) Notes payable to the order of the Assuming Lenders and the Increasing Lenders evidencing the aggregate indebtedness of the Borrower to such Lenders after giving effect to the applicable Commitment Increase;
(v) appropriate amendments to the Ship Mortgages to reflect the Commitment Increase under this Section 2.17, together with evidence that each such amended Ship Mortgage has been duly filed and is in full force and effect as of the date of such Commitment Increase; and
(vi) revised Schedule I hereto setting forth the Commitment of each Lender after giving effect to effect the provisions applicable Commitment Increase. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.142.17(d), the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier , of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Second Amended and Restated Xxxxxxx Credit Agreement Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Increase in Commitments. (a) The Subject to the terms and conditions set forth herein, the Borrower may shall have the right from time to time, to cause an increase in the Commitments of the Lenders (a “Commitment Increase”) by written notice adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are satisfactory to the Administrative Agent elect to seek commitments and the Issuing Lender (each, a “Additional CommitmentsNew Lender”) or by allowing one or more existing Lenders to increase the their respective Commitments; provided that:
that (i) both before and immediately after giving effect to such Commitment Increase, no Default or Event of Default shall have occurred and be continuing as of the aggregate effective date of such Commitment Increase (such date, the “Commitment Increase Date”), (ii) no such Commitment Increase shall be in an amount of all Additional less than $10,000,000, (iii) after giving effect to such Commitment Increase, the Total Commitments shall not exceed $200,000,000;
(ii) any such increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments 500,000,000 and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender Lender’s Commitment shall be required to provide any Additional Commitmentsincreased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion).
(b) The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) of its intention to increase the Commitments pursuant to this Section 2.19. Each such notice Notice of Commitment Increase shall specify (xi) the proposed Commitment Increase Date, which date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effectiveno earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, which (ii) the amount of the requested Commitment Increase, (iii) as applicable, the identity of each New Lender and Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the New Lenders from and after the Commitment Increase Date.
(c) On any Commitment Increase Date, the Lenders shall purchase and assume (without recourse or warranty) from the Lenders (i) Loans, to the extent that there are any Loans then outstanding, and (ii) undivided participation interests in any outstanding LC Exposure, in each case, to the extent necessary to ensure that after giving effect to the Commitment Increase, each Lender has outstanding Loans and participation interests in outstanding LC Exposure equal to its Applicable Percentage of the Commitments. Each Lender shall make any payment required to be a date reasonably acceptable made by it pursuant to the preceding sentence via wire transfer to the Administrative Agent on the Commitment Increase Date. Each existing Lender (i) shall be automatically deemed to have assigned any outstanding Loans on the Commitment Increase Date and (yii) agrees to take any further steps reasonably requested by the Administrative Agent, in each case to the extent deemed necessary by the Administrative Agent to effectuate the provisions of the preceding sentences. If, on such Commitment Increase Date, any Loans that are Eurodollar Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.15 in connection with the reallocation of such outstanding Loans to effectuate the provisions of this Section 2.19(c).
(d) Each Commitment Increase shall become effective on its Commitment Increase Date and upon such effectiveness: (i) the identity Administrative Agent shall record in the register each then New Lender’s information as provided in the applicable Notice of the Persons (each of which Commitment Increase and pursuant to an Administrative Questionnaire that shall be an Eligible Assignee executed and delivered by each New Lender to the Administrative Agent on or before such Commitment Increase Date, (for this purpose treating a Lender ii) Schedule 1.1A shall be amended and restated to set forth all Lenders (including any New Lenders) that will be Lenders hereunder after giving effect to such Commitment Increase (which amended and restated Schedule 1.1A shall be set forth in Annex I to the applicable Notice of Additional Commitments as if it were an assignee)Commitment Increase) whom the Borrower proposes would provide the Additional Commitments and the portion Administrative Agent shall distribute to each Lender (including each New Lender) a copy of such amended and restated Schedule 1.1A, and (iii) each New Lender identified on the Additional Notice of Commitment to Increase for such Commitment Increase shall be provided by each such Person. a “Lender” for all purposes under this Agreement.
(e) As a condition precedent to the effectiveness of any Additional CommitmentsCommitment Increase, the Borrower shall deliver to the Administrative Agent (i) a certificate of a Responsible Officer dated as of the Additional Commitments Effective Commitment Increase Date signed certifying and attaching the resolutions adopted by a Responsible Officer of the Borrower approving or consenting to such Commitment Increase and certifying that the conditions in Section 4.02(a) that, before and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans Commitment Increase, (A) the representations and warranties contained in accordance with Section 2.01.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents made by it and the other Loan Parties are true and correct in all material respects on and as may be necessary of the Commitment Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date and (B) no Default or appropriateEvent of Default exists or will exist as of the Commitment Increase Date, in the reasonable opinion of and (ii) any legal opinions, certificates and/or other documents reasonably requested by the Administrative Agent and in connection with the Borrower, to effect the provisions of this Section 2.14Commitment Increase.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Blueknight Energy Partners, L.P.)
Increase in Commitments. (a) The At any time prior to the Business Day immediately preceding the Maturity Date, the Borrower may effectuate one or more increases in the aggregate Commitments (each such increase being a “Commitment Increase”), by written notice designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the Administrative Agent elect time agree, in the case of any existing Lender, to seek commitments increase its Commitment as such Lender shall so select (an “Increasing Lender”) and, in the case of any Eligible Assignee that is not an existing Lender (an “Additional CommitmentsLender”) ), to increase the Commitmentsbecome a party to this Agreement as a Lender; provided that:
provided, however, that (i) the aggregate amount of all Additional Commitments each such Commitment Increase shall not exceed be equal to at least $200,000,000;
5,000,000, (ii) any such increase all Commitments and Advances provided pursuant to a Commitment Increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be available on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior those applicable to the existing Commitments and Advances except as to upfront fees which may be as agreed to between the Borrower and such Increasing Lender or Additional Commitments Effective Date; provided that Lender, as the case may be, (xiii) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased aggregate of all such that it is Commitment Increases shall not exceed an amount equal to the Applicable Rate for the Additional Commitments sum of $100,000,000, and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender such Commitment Increase shall not effect an increase in the aggregate Commitments if the Maturity Date has occurred. The Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.15 to the Administrative Agent and the Lenders. This Section 2.15 shall not be required construed to provide create any Additional Commitmentsobligation on the Administrative Agent or any of the Lenders to advance or to commit to advance any credit to the Borrower or to arrange for any other Person to advance or to commit to advance any credit to the Borrower.
(b) Each such notice The Commitment Increase shall specify (x) become effective on the date (each, an the “Additional Commitments Effective Increase Date”) on or prior to which each of following conditions shall have been satisfied: (i) the Borrower proposes that receipt by the Additional Commitments shall be effective, which shall be a date Administrative Agent of (A) an agreement in form and substance reasonably acceptable satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (yB) such evidence of appropriate authorization on the part of the Borrower and the Guarantors with respect to such Commitment Increase and such legal opinions as the Administrative Agent may reasonably request, (ii) the identity funding by each Increasing Lender and Additional Lender of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment Revolving Advances to be provided made by each such Person. As a condition precedent Lender to effect the effectiveness of any Additional Commitmentsprepayment requirement set forth in Section 2.4(c)(iii), the Borrower shall deliver to (iii) receipt by the Administrative Agent of a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer an authorized officer of the Borrower certifying that the conditions in Section 4.02(a(A) both before and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Commitment Increase, no Default has occurred and is continuing, (B) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects, unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date, and (C) the pro forma compliance with the covenants in Sections 6.16 and 6.17, after giving effect to such Commitment Increase, and (iv) receipt by the Increasing Lender or Additional Commitments shall make Lender, as applicable, of all such Loans in accordance with Section 2.01fees as agreed to between such Increasing Lender and /or Additional Lender and the Borrower.
(c) The Additional Commitments On such Increase Date, each Lender’s share of the Letter of Credit Exposure and participations in respect of Swing Line Advances on such date shall automatically be documented by an Additional deemed to equal such Lender’s Pro Rata Share of such Letter of Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments Obligations and participations in respect of Swing Line Advances (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide such Pro Rata Share for such amendments Lender to this Agreement and the other Loan Documents be determined as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Increase Date in accordance with its Commitment on such date as a percentage of the Borrower, to effect the provisions of this Section 2.14aggregate Commitments on such date) without further action by any party.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Increase in Commitments. (a) The Borrower Borrowers may by written request an increase in Commitments from time to time upon notice to the Administrative Agent elect by adding to seek commitments (“Additional Commitments”) this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder or by allowing one or more existing Lenders to increase the Commitments; provided that:
(i) the aggregate amount of all Additional Commitments shall not exceed $200,000,000;
(ii) any such increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional their respective Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) but no existing Lender shall be required to provide to, or have any Additional obligation to, increase its Commitments.
), as long as (a) the requested increase is in a minimum amount of $5,000,000 (other than requests for the entire remaining amount under the aggregate limit set forth in clause (b) Each such notice below) and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) increases under this Section 2.1.7 do not exceed $25,000,000 in the aggregate, (c) no more than three (3) reductions in Commitments pursuant to Section 2.1.4 and increases pursuant to this Section 2.1.7, taken together, shall specify be made, and in no event shall any reduction or increase occur within 6 months of the date of any previous reduction or increase, as the case may be, (xd) no Event of Default has occurred and is continuing as of the date of the request for increase and immediately before and after giving effect thereto, and (e) the date (eachrequested increase does not cause the Commitments to exceed any applicable cap under the Secured Notes Indenture or the Senior Notes Indenture. Administrative Agent shall promptly notify Lenders of the requested increase and, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments within 10 Business Days thereafter, each Lender shall notify Administrative Agent if and to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be effective, which shall be a date reasonably acceptable deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Administrative Agent and (y) Borrower Agent shall determine the identity allocation of the Persons (each of which shall be an increased Commitments among committing Lenders and, if necessary, Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such PersonAssignees. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that Provided the conditions set forth in Section 4.02(aclauses (a) and (b) (and if a Borrowing is to be made in connection with such increase, clauses (d), (e) and (f)) of Section 6.2 are satisfied, total Commitments shall be increased by the requested amount (or at Borrower Agent’s election, such lesser amount committed by existing Lenders and Eligible Assignees) on a date agreed upon by Administrative Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. The Borrower Administrative Agent, Borrowers, and new and existing Lenders shall prepay any Loans outstanding on execute and deliver such documents and agreements as Administrative Agent reasonably requests to evidence the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the and allocations of Commitments. If there is a new Borrowing On the effective date of Commitments on such Additional Commitments Effective Datean increase, the Lenders after giving effect to such Additional Revolver Usage and other exposures under the Commitments shall make such Loans be reallocated among Lenders, and settled by Administrative Agent if necessary, in accordance with Section 2.01.
(c) The Additional Lenders’ adjusted shares of such Commitments and the total Commitments under, and for all purposes of, this Agreement shall be documented increased by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition aggregate amount of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14increase.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Increase in Commitments. (a) The At any time after the Restatement Effective Date, the Parent Borrower may may, by written notice to the Administrative Agent elect (which shall promptly deliver a copy to seek commitments (“Additional Commitments”) each of the Lenders), request at any time or from time to increase time that the Commitmentstotal Commitments be increased; provided that:
that (i) the aggregate amount of each such increase pursuant to this Section 2.22 shall not be less than $50,000,000 and the aggregate amount of all Additional Commitments such increases pursuant to this Section 2.22 shall not exceed $200,000,000;
400,000,000, (ii) any each such request of the Parent Borrower shall be deemed to be an offer to each Lender to increase its Commitment by its Applicable Percentage of the proposed increased amount and (iii) each Lender, in its sole discretion, may either (A) agree to increase its Commitment by all or a portion of the offered amount or (B) decline to increase its Commitment. Any such notice shall set forth the amount of the requested increase in the total Commitments and the date on which such increase is requested to become effective. In the event that the Lenders shall be have agreed to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Parent Borrower, the Parent Borrower may arrange for one or more banks or other financial institutions (any bank or other financial institution increasing its Commitment or providing a new Commitment pursuant to this Section 2.22 being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase its existing Commitment in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender (or an Affiliate of a Lender) hereunder, shall be subject to the approval of the Administrative Agent (not to be unreasonably withheld); provided further that any Commitment extended or increased pursuant to this Section 2.22 shall be in a minimum amount of $10,000,000 or any whole multiple (or, if less, the balance of $500,000 the unsubscribed amount of the requested increase in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (itotal Commitments);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional . Increases of Commitments and new Commitments created pursuant to this paragraph (ya) shall become effective upon the Borrower may pay upfront fees on execution and delivery by the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacityParent Borrower, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and any Lenders (yincluding any Augmenting Lenders) agreeing to increase their existing Commitments or extend new Commitments, as the identity case may be, of an amendment to this Agreement providing for such increased or additional Commitments. Notwithstanding the Persons foregoing, no increase in the total Commitments (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom or in the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional CommitmentsLender) shall become effective under this paragraph (a) unless, on the date of such increase, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions set forth in Section 4.02(a) and 4.02(b) shall be satisfied (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is as though a new Borrowing of Commitments were being made on such Additional Commitments Effective Datedate, the Lenders after with all references in such Section to a Borrowing being deemed to be references to such increase and without giving effect to such Additional Commitments shall make such Loans the parenthetical in accordance with Section 2.01.
(c4.02(a)) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Parent Borrower, to effect the provisions of this Section 2.14.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (J C Penney Co Inc)
Increase in Commitments. (a) The Borrower may shall have the right, at any time and from time to time after the Effective Date by written notice to and in consultation with the Administrative Agent elect Agent, to seek commitments request an increase in the Total Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Commitments then in effect (each, and “Increasing Lender”), by adding as a Lender with a new Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional CommitmentsLender”) to increase the Commitments), or a combination thereof; provided that:
that (i) the aggregate any such request for a Commitment Increase shall be in a minimum amount of all Additional $25,000,000 or an integral multiple of $1,000,000 in excess thereof, (ii) immediately after giving effect to any Commitment Increase, (y) the Total Commitments shall not exceed $200,000,000;
300,000,000 and (iiz) any such increase the aggregate of all Commitment Increases effected after the Effective Date shall be in an aggregate amount of not exceed $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
100,000,000, and (iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required obligated to provide increase its Commitment as a result of any Additional Commitmentsrequest for a Commitment Increase by the Borrower unless it agrees in its sole discretion to do so.
(b) Each such notice Additional Lender must qualify as an Eligible Assignee (the approval of which by the Administrative Agent and the Fronting Bank shall specify (xnot be unreasonably withheld or delayed) the date (each, an “Additional Commitments Effective Date”) on which and the Borrower proposes that and each Additional Lender shall execute a joinder agreement together with all such other documentation as the Additional Commitments shall be effectiveAdministrative Agent and the Borrower may reasonably require, which shall be a date all in form and substance reasonably acceptable satisfactory to the Administrative Agent and the Borrower, to evidence the Commitment of such Additional Lender and its status as a Lender hereunder.
(c) If the Total Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Commitment Increase Date,” which shall be a Business Day not less than thirty (30) days prior to the Commitment Termination Date) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Commitment Increase Date. The Administrative Agent is hereby authorized, on behalf of the Lenders, to enter into any amendments to this Agreement and the other Credit Documents as the Administrative Agent shall reasonably deem appropriate to effect such Commitment Increase.
(d) Notwithstanding anything set forth in this Section 2.19 to the contrary, no increase in the Total Commitments pursuant to this Section 2.19 shall be effective unless:
(i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent:
(A) as to each Increasing Lender, evidence of its agreement to provide a portion of the Commitment Increase, and as to each Additional Lender, a duly executed joinder agreement together with all other documentation required by the Administrative Agent pursuant to Section 2.19(b);
(B) an instrument, duly executed by each Credit Party, acknowledging and reaffirming its obligations under this Agreement, the Security Documents and the other Credit Documents to which it is a party and the validity and continued effect of the Liens granted in favor of the Administrative Agent thereunder;
(C) a certificate of the secretary or an assistant secretary of each Credit Party, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such Credit Party approving or consenting to such Commitment Increase;
(D) a certificate of a Financial Officer of the Borrower, certifying that (y) the identity as of the Persons (each Commitment Increase Date, all representations and warranties of which shall be an Eligible Assignee (for the Credit Parties contained in this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments Agreement and the portion other Credit Documents qualified as to materiality are true and correct and those not so qualified are true and correct in all material respects, both immediately before and after giving effect to the Commitment Increase and any Borrowings or Letters of Credit issued in connection therewith (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct (if qualified as to materiality) or true and correct in all material respects (if not so qualified), in each case as of such date), and (z) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to such Commitment Increase (including any Borrowings or Letters of Credit issued in connection therewith and the application of the Additional proceeds thereof); and
(ii) Each outstanding Syndicated Letter of Credit shall have been amended giving effect to the Commitment to be provided Increase or, if required, returned by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver respective beneficiary to the Administrative Agent and cancelled and/or exchanged for a certificate dated as new or amended Syndicated Letter of Credit giving effect to the Additional Commitments Effective Date signed by a Responsible Officer Commitment Increase; and
(iii) In the case of the Borrower certifying that any Credit Extension in connection with such Commitment Increase, the conditions precedent set forth in Section 4.02(a) and (b) are 4.2 shall have been satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to To the extent necessary to keep the outstanding Loans ratable with in the event of any revised Applicable Percentages arising from any nonratable non-ratable increase in the aggregate Tranche 1 Commitments. If there is a new Borrowing of Commitments , on such Additional Commitments Effective the Commitment Increase Date, (i) all then outstanding LIBOR Loans (the “Initial Loans”) shall automatically be converted into Base Rate Loans, (ii) immediately after the effectiveness of the Commitment Increase, the Borrower shall, if they so request, convert such Base Rate Loans into LIBOR Loans (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Notice of Conversion/Continuation delivered to the Administrative Agent in accordance with Section 2.10, (iii) each Tranche 1 Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Tranche 1 Lender’s Tranche 1 Ratable Share (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (z) such Tranche 1 Lender’s Tranche 1 Ratable Share (calculated without giving effect to the Commitment Increase) of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Tranche 1 Lender the portion of such funds equal to the difference, if positive, between (y) such Tranche 1 Lender’s Tranche 1 Ratable Share (calculated without giving effect to the Commitment Increase) of the Initial Loans and (z) such Tranche 1 Lender’s Tranche 1 Ratable Share (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) the Tranche 1 Lenders shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Tranche 1 Commitment (calculated after giving effect to the Commitment Increase), (vi) each Borrower shall pay all accrued but unpaid interest on the Initial Loans to the Tranche 1 Lenders entitled thereto, and (vii) Schedule 1.1(a) shall automatically be amended to reflect the Tranche 1 Commitments of all Tranche 1 Lenders after giving effect to such Additional Commitments shall make such the Commitment Increase. The conversion of the Initial Loans in accordance with Section 2.01.
pursuant to clause (ci) The Additional Commitments above shall be documented subject to indemnification by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments Borrower pursuant to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.142.17 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Increase in Commitments. (a) The During the Revolving Credit Period, the Borrower may may, by written notice to the Administrative Agent elect (which shall promptly deliver a copy to seek commitments (“Additional Commitments”) each of the Banks), request at any time or from time to increase time that the Commitmentstotal Commitments be increased; provided that:
that (i) the aggregate amount of all Additional Commitments such increases pursuant to this Section shall not exceed $200,000,000;
125,000,000, (ii) the Borrower shall offer each Bank the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount, and (iii) each Bank, in its sole discretion, may either (A) agree to increase its Commitment by all or a portion of the offered amount or (B) decline to increase its Commitment. Any such notice shall set forth the amount of the requested increase in the total Commitments and the date on which such increase is requested to become effective. In the event that the Banks shall have agreed to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Bank”), which may include any Bank, to extend Commitments or increase shall be its existing Commitments in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior equal to the Additional Commitments Effective Dateunsubscribed amount; provided that (xi) the Additional Commitments may have each Augmenting Bank, if not already a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior Bank hereunder, shall be subject to the Additional Commitments Effective Date approval of the Agent (which approval shall not be unreasonably withheld) and (ii) each Augmenting Bank, if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal not already a Bank hereunder, shall become a party to this Agreement by completing and delivering to the Applicable Rate for Agent a duly executed accession agreement in a form satisfactory to the Additional Agent and the Borrower. Increases and new Commitments and created pursuant to this paragraph (ya) shall become effective on the date specified in the notice delivered by the Borrower may pay upfront fees pursuant to the first sentence of this paragraph. Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Bank) shall become effective under this paragraph unless, (i) on the Additional Commitments Effective Date to any Lender providing Additional Commitments (date of such increase, the conditions set forth in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
clauses (b) Each such notice shall specify and (xd) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments of Section 3.02 shall be effective, which shall be satisfied (as though a date reasonably acceptable to the Administrative Agent and (yBorrowing were being made on such date) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower Agent shall deliver to the Administrative Agent have received a certificate to that effect dated as of the Additional Commitments Effective Date signed such date and executed by a Responsible Financial Officer of the Borrower certifying that Borrower, and (ii) the conditions Agent shall have received (to the extent requested by the Agent reasonably in Section 4.02(aadvance of such date) documents consistent with those delivered under clauses (c) and (bd) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to of Section 3.05) 3.01 as to the extent necessary corporate power and authority of the Borrower to keep borrow hereunder and as to the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing enforceability of Commitments on such Additional Commitments Effective Date, the Lenders this Agreement after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01increase.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Aetna Inc /Pa/)
Increase in Commitments. (a) The During the Revolving Credit Period, the Borrower may may, by written notice to the Administrative Agent elect (which shall promptly deliver a copy to seek commitments (“Additional Commitments”) each of the Lenders), request at any time or from time to increase time that the Commitmentstotal Commitments be increased; provided that:
that (i) the aggregate amount of all Additional Commitments such increases pursuant to this Section shall not exceed $200,000,000;
75,000,000, (ii) the Borrower shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount, and (iii) each Lender, in its sole discretion, may either (A) agree to increase its Commitment by all or a portion of the offered amount or (B) decline to increase its Commitment. Any such notice shall set forth the amount of the requested increase in the total Commitments and the date on which such increase is requested to become effective. In the event that the Lenders shall have agreed to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase shall be its existing Commitments in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior equal to the Additional Commitments Effective Dateunsubscribed amount; provided that (xi) the Additional Commitments may have each Augmenting Lender, if not already a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior Lender hereunder, shall be subject to the Additional Commitments Effective Date approval of the Agent (which approval shall not be unreasonably withheld) and (ii) each Augmenting Lender, if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Applicable Rate for Agent a duly executed accession agreement in a form satisfactory to the Additional Agent and the Borrower. Increases and new Commitments and created pursuant to this paragraph (ya) shall become effective on the date specified in the notice delivered by the Borrower may pay upfront fees pursuant to the first sentence of this paragraph. Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) shall become effective under this paragraph unless, (i) on the Additional Commitments Effective Date to any Lender providing Additional Commitments (date of such increase, the conditions set forth in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
clauses (b) Each such notice shall specify and (xd) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments of Section 3.02 shall be effective, which shall be satisfied (as though a date reasonably acceptable to the Administrative Agent and (yBorrowing were being made on such date) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower Agent shall deliver to the Administrative Agent have received a certificate to that effect dated as of the Additional Commitments Effective Date signed such date and executed by a Responsible Financial Officer of the Borrower certifying that Borrower, and (ii) the conditions Agent shall have received (to the extent requested by the Agent reasonably in Section 4.02(aadvance of such date) documents consistent with those delivered under clauses (c) and (bd) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to of Section 3.05) 3.01 as to the extent necessary corporate power and authority of the Borrower to keep borrow hereunder and as to the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing enforceability of Commitments on such Additional Commitments Effective Date, the Lenders this Agreement after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01increase.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Increase in Commitments. (a) The Borrower may shall have the right, at any time prior to the date that is one hundred eighty (180) days prior to the Termination Date by written notice to and in consultation with the Administrative Agent, to request an increase in the aggregate Revolver Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof, provided that (i) any such request for a Commitment Increase shall be in a minimum amount of $10,000,000, (ii) immediately after giving effect to any Commitment Increase, (y) the aggregate Revolver Commitments shall not exceed $150,000,000 and (z) the aggregate of all Commitment Increases effected shall not exceed $65,000,000, (iii) no Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase, (iv) immediately after giving effect to any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in compliance with the covenants contained in Article V, (v) no consent of any Lender to such Commitment Increase shall be required and no Lender shall be obligated to participate as a Lender in such Commitment Increase, and (vi) the Borrower shall give the existing Lenders the right of first refusal for participating in any such Commitment Increase by providing such notice to the Administrative Agent elect ten (10) Domestic Business Days before executing a commitment with any Person that is not already a Lender. An existing Lender shall have priority over Additional Lenders to seek commitments participate in such requested Commitment Increase if such existing Lender provides written notice of its election to participate within ten (“Additional Commitments”10) Domestic Business Days of such existing Lender’s receipt of such notice. Such notice from the Borrower shall specify the requested amount of the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender. Other than fees payable under the Commitments; provided that:
(i) Administrative Agent’s Letter Agreement, which shall be paid in accordance with its terms, any fees paid by the aggregate amount of all Borrower for a Commitment Increase to an Increasing Lender, an Additional Commitments Lender, the Administrative Agent or BB&T, as arranger, shall not exceed $200,000,000;
(ii) any such increase be for their own account and shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 amount, if any, mutually agreed upon by each such party and the Borrower, in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitmentseach party’s sole discretion.
(b) Each such notice Additional Lender must qualify as an Eligible Assignee (the selection of which shall specify (x) include the date (eachprior approval of the Administrative Agent). The Borrower and each Additional Lender shall execute a joinder agreement, an “Additional Commitments Effective Date”) on which and the Borrower proposes that the Additional Commitments and each Lender shall be effective, which shall be a date reasonably acceptable to execute all such other documentation as the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments Borrowers may reasonably require, all in form and the portion of the Additional Commitment substance reasonably satisfactory to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to evidence the Revolver Commitment adjustments referred to in Section 2.14(e); provided that the failure of any Lender that is not an Additional Lender or an Increasing Lender to execute any such documentation shall not impair the ability of the Additional Lenders, the Increasing Lenders and the Borrower to effect the provisions of a Commitment Increase pursuant to this Section 2.14.
(c) If the aggregate Revolver Commitments are increased in accordance with this Section 2.14, the Borrower (in consultation with the Administrative Agent), Increasing Lender(s) (if any) and Additional Lender(s) (if any) shall agree upon the effective date (the “Commitment Increase Date,” which shall be a Domestic Business Day not less than thirty (30) days prior to the Termination Date). The Administrative Agent shall promptly notify the Lenders of such increase and the Commitment Increase Date.
(d) This Notwithstanding anything set forth in this Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary, the Borrower shall not incur any Revolver Advances pursuant to any Commitment Increase (and no Commitment Increase shall be effective) unless the conditions set forth in Section 2.14(a) as well as the following conditions precedent are satisfied on the applicable Commitment Increase Date:
(i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent:
(A) a supplement to this Agreement signed by the Required Lenders and each other Lender committing to the Commitment Increase, setting forth the reallocation of Commitments referred to in Section 2.14(e), all other documentation required by the Administrative Agent pursuant to Section 2.14(b) and such other modifications, documents or items as the Administrative Agent, the Lenders or their counsel may reasonably request;
(B) an instrument, duly executed by the Borrower and each Guarantor acknowledging and reaffirming its obligations under this Agreement, the Collateral Documents, and the other Loan Documents to which it is a party;
(C) a certificate of the secretary or an assistant secretary of the Borrower and each Guarantor, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such party approving or consenting to such Commitment Increase;
(D) a certificate of the Chief Financial Officer or another Responsible Officer of the Borrower, certifying that (x) as of the Commitment Increase Date, all representations and warranties of the Borrower and the Guarantors contained in this Agreement and the other Loan Documents are true and correct (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct as of such date), (y) immediately after giving effect to such Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower is in compliance with the covenants contained in Article V, and (z) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to such Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof);
(E) an opinion or opinions of counsel for the Borrower and the Guarantors, in a form satisfactory to Administrative Agent and covering such matters as Administrative Agent may reasonably request, addressed to the Administrative Agent and the Lenders, together with such other documents, instruments and certificates as the Administrative Agent shall have reasonably requested; and
(F) such other documents or items that the Administrative Agent, the Lenders or their counsel may reasonably request.
(ii) In the case of any Borrowing of Revolver Advances in connection with such Commitment Increase for the purpose of funding an Acquisition, the applicable conditions set forth in this Agreement with respect to Acquisitions shall have been satisfied.
(e) On the Commitment Increase Date, (i) the aggregate principal outstanding amount of the Revolver Advances (the “Initial Advances”) immediately prior to giving effect to the Commitment Increase shall be deemed to be repaid, (ii) immediately after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings of Revolver Advances (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Advances and of the types and for the Interest Periods specified in a Notice of Borrowing delivered to the Administrative Agent in accordance with Section 2.01, (iii) each Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender’s pro rata percentage (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (z) such Lender’s pro rata percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds equal to the difference, if positive, between (y) such Lender’s pro rata percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances and (z) such Lender’s pro rata percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) the Lenders shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Revolver Commitments (calculated after giving effect to the Commitment Increase), (vi) the Borrower shall pay all accrued but unpaid interest on the Initial Advances to the Lenders entitled thereto, and (vii) the signature pages hereto shall be deemed amended to reflect the Revolver Commitments of all Lenders after giving effect to the Commitment Increase. The deemed payments made pursuant to clause (i) above in respect of each Tranche Euro-Dollar Advance shall be subject to indemnification by the Borrower pursuant to the provisions of Section 8.05 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.
Appears in 1 contract
Increase in Commitments. (a) The Borrower AlcoaArconic may from time to time, by written notice to the Administrative Agent elect Agent, executed by AlcoaArconic and one or more financial institutions (any such financial institution referred to seek commitments in this Section being called a “Prospective Lender”), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (“Additional Commitments”or cause Commitments to be extended by the Prospective Lenders, as the case may be) to increase the Commitmentsin an amount for each Prospective Lender set forth in such notice; provided that:
provided, however, that (i) the amount of any such increase in the Commitments shall be no less than $25,000,000, (ii) the sum of the aggregate amount of all Additional increases in Commitments under this Section 2.20, during the term of this Agreement, shall not exceed $200,000,000;
500,000,000, (iii) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (iv) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases in Commitments and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereto, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01(a) shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01(a) shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless (i) the Administrative Agent shall have received (A) a written opinion reasonably satisfactory to the Administrative Agent and the Lenders of Delaware counsel, as Counsel of Arconic, addressed to the Administrative Agent and the Lenders and (B) documents consistent with those delivered under paragraphs (a) and (c) of Section 4.014 as to the corporate power and authority of AlcoaArconic to borrow hereunder after giving effect to such increase and (ii) on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.02 shall be satisfied (with all references in an aggregate amount such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of $10,000,000 AlcoaArconic. Following any increase of a Lender’s Commitment or any whole multiple extension of $500,000 in excess thereofa new Commitment pursuant to this paragraph, any Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Loans made pursuant to Section 2.01; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under notwithstanding anything to the limit contrary in this Agreement, the conditions to borrowing set forth in the preceding clause (i);
(iii) the Additional Commitments Section 4.02 shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior not apply to such new Loans to the Additional Commitments Effective Date; provided extent they are in a principal amount not greater than that (x) of the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior Loans being refinanced. Notwithstanding anything to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (contrary in such capacitythis Agreement, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01Prospective Lender.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Arconic Inc.)
Increase in Commitments. (a) The Borrower may by written notice shall have the right at any time and from time to time after the Closing Date and prior to the Administrative Agent elect date that is thirty (30) days prior to seek commitments (“Additional Commitments”) the Facility Termination Date to increase the CommitmentsAggregate Commitment (each such proposed increase being a “Commitment Increase”), either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an “Assuming Lender”), in each case with the approval of the Administrative Agent, each LC Issuer and the Swingline Lender (such approval not to be unreasonably withheld), which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days after delivery of such notice; provided that no Lender shall have 12604453v 1 24740.000 246 any obligation hereunder to become an Increasing Lender and any election to do so shall be in the sole discretion of each Lender; provided further that:
: (i) any such request for a Commitment Increase shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000; (ii) immediately after giving effect to any Commitment Increase, the Aggregate Commitment shall not exceed $150,000,000 and the aggregate amount of all Additional Commitments Commitment Increases shall not exceed $200,000,000;
(ii) any such increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof50,000,000; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional sum of the increases in Commitments of the Increasing Lenders and the new Commitments of the Assuming Lenders shall be on not exceed the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Daterequested Commitment Increase; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender Default or Unmatured Default shall have occurred and be continuing on the applicable Commitment Increase Date or shall result from any Commitment Increase; and (v) the representations and warranties contained in Article 5 (other than in Section 5.5) shall be required true on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to provide any Additional Commitmentshave been made as of a specified date, as of such specific date).
(b) Each such notice Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall specify become effective as of the Commitment Increase Date; provided that: (xi) the date (each, Administrative Agent shall have received on or prior to 10:00 a.m. on such Commitment Increase Date a certificate of an “Additional Commitments Effective Date”Authorized Officer stating that each of the applicable conditions to such Commitment Increase set forth in Section 2.20(a) on which has been satisfied and attaching the resolutions adopted by the Borrower proposes that approving or consenting to such Commitment Increase; (ii) with respect to each Assuming Lender, the Additional Commitments Administrative Agent shall be effectivehave received, which on or prior to 10:00 a.m. on such Commitment Increase Date, a Joinder Agreement among the Assuming Lender, the Borrower and the Administrative Agent; and (iii) each Increasing Lender shall be a date reasonably acceptable have delivered to the Administrative Agent, on or prior to 10:00 a.m. on such Commitment Increase Date, confirmation in writing satisfactory to the Administrative Agent and (y) the identity as to its increased Commitment, with a copy of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent confirmation to the effectiveness of any Additional CommitmentsBorrower.
(c) On each Commitment Increase Date upon such time as the applicable conditions set forth in Sections 2.20(a) and 2.20(b) have been satisfied, the Borrower shall deliver (i) prepay the then outstanding Advances (if any) in full prior to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of giving effect to such Commitment Increase, (ii) if the Borrower certifying that shall so request, request new Advances from the conditions Lenders (including any Assuming Lender) in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect an aggregate amount at least equal to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Dateprepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.
Commitment Increase) and (ciii) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 pay to the contraryLenders any funding indemnification amounts required by Section 3.3.
Appears in 1 contract
Samples: Credit Agreement (Idaho Power Co)
Increase in Commitments. (a) The Borrower may Company may, by written notice to the Administrative Agent elect (which shall promptly deliver a copy to seek commitments the Lenders), executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called an “Additional CommitmentsIncreasing Lender”), which may include any Lender, cause Commitments to be made available by the Increasing Lenders (or cause the Commitments of the Increasing Lenders to be increased, as the case may be) to increase the Commitments; provided that:
in an amount not less than $10,000,000 and in an aggregate amount that is an integral multiple of $1,000,000 for each Increasing Lender set forth in such notice, provided, however, that (ia) the aggregate amount of all Additional new Commitments and increases in existing Commitments pursuant to this paragraph during the term of this Agreement shall in no event exceed $500,000,000, (b) each Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Agent (which approval shall not exceed $200,000,000;
be unreasonably withheld) and (c) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Agent a duly executed accession agreement substantially in the form set forth in Exhibit G (an “Accession Agreement”). New Commitments and increases in Commitments pursuant to this Section shall become effective on the date specified in the applicable notices delivered pursuant to this Section. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (i) such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of such Increasing Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereto, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the Agent shall have received a certificate, dated as of the effective date of such increase shall be in an aggregate amount and executed by the chief financial officer or the chief accounting officer of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided the Company, to the effect that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit conditions set forth in the preceding clause paragraphs (ib);
, (iiic) the Additional Commitments and (d) of Section 4.02 shall be on the same terms as the Commitments then outstanding satisfied (with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (all references in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required paragraphs to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment Borrowing being deemed to be provided by each references to such Personincrease). As Following any extension of a condition precedent new Commitment or increase of a Lender’s Commitment pursuant to this Section 2.18, any Loans outstanding prior to the effectiveness of any Additional Commitments, such extension or increase shall remain outstanding until the Borrower shall deliver to the Administrative Agent a certificate dated as ends of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) respective Interest Periods applicable thereto, and (b) are satisfied. The Borrower shall prepay any then be repaid or refinanced with new Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required made pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans 2.01 ratably in accordance with Section 2.01.
(c) The Additional the respective Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14Lenders.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Dover Corp)
Increase in Commitments. (a) The Borrower may Company may, by written notice to the Administrative Agent elect (which shall promptly deliver a copy to seek commitments the Lenders), executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called an “Additional CommitmentsIncreasing Lender”), which may include any Lender, cause Commitments to be made available by the Increasing Lenders (or cause the Commitments of the Increasing Lenders to be increased, as the case may be) to increase the Commitments; provided that:
in an amount not less than $10,000,000 and in an aggregate amount that is an integral multiple of $1,000,000 for each Increasing Lender set forth in such notice, provided, however, that (ia) the aggregate amount of all Additional new Commitments and increases in existing Commitments pursuant to this paragraph during the term of this Agreement shall in no event exceed $150,000,000, (b) each Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Agent (which approval shall not exceed $200,000,000;
be unreasonably withheld) and (c) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Agent a duly executed accession agreement substantially in the form set forth in Exhibit G (an “Accession Agreement”). New Commitments and increases in Commitments pursuant to this Section shall become effective on the date specified in the applicable notices delivered pursuant to this Section. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (i) such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of such Increasing Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereto, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the Agent shall have received a certificate, dated as of the effective date of such increase shall be in an aggregate amount and executed by the chief financial officer or the chief accounting officer of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided the Company, to the effect that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit conditions set forth in the preceding clause paragraphs (ib);
, (iiic) the Additional Commitments and (d) of Section 4.02 shall be on the same terms as the Commitments then outstanding satisfied (with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (all references in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required paragraphs to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment Borrowing being deemed to be provided by each references to such Personincrease). As Following any extension of a condition precedent new Commitment or increase of a Lender’s Commitment pursuant to this Section 2.18, any Loans outstanding prior to the effectiveness of any Additional Commitments, such extension or increase shall continue outstanding until the Borrower shall deliver to the Administrative Agent a certificate dated as ends of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) respective Interest Periods applicable thereto, and (b) are satisfied. The Borrower shall prepay any then be repaid or refinanced with new Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required made pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans 2.01 ratably in accordance with Section 2.01.
(c) The Additional the respective Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14Lenders.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Dover Corp)
Increase in Commitments. (a) The Borrower may Company may, by written notice to the Administrative Agent elect (which shall promptly deliver a copy to seek commitments (“Additional Commitments”) each of the Lenders), request that the total Commitments be increased by an amount not less than $25,000,000 for any such increase; provided that after giving effect to any such increase the Commitments; provided that:
(i) sum of the aggregate amount of all Additional total Commitments shall not exceed $200,000,000;
350,000,000 minus any amount by which the Commitments shall have been reduced pursuant to Section 2.07. Such notice shall set forth the amount of the requested increase in the total Commitments and the date on which such increase is requested to become effective (iiwhich shall be not less than 10 Business Days or more than 60 days after the date of such notice), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date of the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th day after the Company shall have delivered a notice pursuant to the first sentence of this paragraph, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase shall be their existing Commitments in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereofequal to the unsubscribed amount; provided that such amount may be less than $10,000,000 each Augmenting Lender, if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments not already a Lender hereunder, shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior subject to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion approval of the Administrative Agent (which approval shall not be unreasonably withheld) and the BorrowerCompany and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the total Commitments may be made in an amount which is less than the increase requested by the Company if the Company is unable to arrange for, or chooses not to effect the provisions of this Section 2.14arrange for, Augmenting Lenders.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Hubbell Inc)
Increase in Commitments. (a) The Borrower may by written notice Subject to the terms and conditions set forth herein, the Borrower shall have the right to cause from time to time an increase in the Commitments of the Lenders by up to $500,000,000 in the aggregate (a “Commitment Increase”) by adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented to by the Global Administrative Agent elect to seek commitments (“Additional Commitments”which consent shall not be unreasonably withheld or delayed) or by allowing one or more existing Lenders to increase the Commitments; provided that:
(i) the aggregate amount of all Additional Commitments shall not exceed $200,000,000;
(ii) any such increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional their respective Commitments (in such capacity, an each a “Additional Commitment CI Lender”); and
provided, however that (i) at the time of the Commitment Increase, no Event of Default shall have occurred which is continuing, (ii) no such Commitment Increase shall cause the total amount of the Commitments to exceed $2,200,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion), (iv) no existing if, on the effective date of such increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (v) each CI Lender shall be required execute a Notice of Commitment Increase and deliver such executed notice to provide any Additional Commitmentsthe Global Administrative Agent.
(b) Each Any Commitment Increase must be requested by written notice from the Borrower to the Global Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit K attached hereto. Once the Notice of Commitment Increase is fully-executed, such notice and such Commitment Increase shall specify be effective on the proposed effective date set forth in such notice (xnot less than five (5) Business Days after receipt by the Global Administrative Agent) or on another date agreed to by the Global Administrative Agent and the Borrower (each, an such date referred to as the “Additional Commitments Commitment Increase Effective Date”).
(c) on On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Global Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower proposes that pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Additional Commitments shall be effectiveGlobal Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall be constitute a date reasonably acceptable prepayment by the Borrower pursuant to Section 2.11, ratably in accordance with the Administrative Agent respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (yiii) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans.
(d) Each Commitment Increase shall become effective on its Commitment Increase Effective Date and upon such effectiveness (i) the Global Administrative Agent shall record in its records the CI Lender’s information as provided in the Notice of Commitment Increase and pursuant to an Administrative Questionnaire in form satisfactory to the Global Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed that shall be executed and delivered by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) each CI Lender to the extent necessary to keep Global Administrative Agent on or before the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Commitment Increase Effective Date, the (ii) Schedule 2.1 hereof shall be amended and restated to set forth all Lenders (including any CI Lenders) that will be Lenders hereunder after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.
Commitment Increase (c) The Additional Commitments which shall be documented by an Additional Credit Extension Amendment executed by each Additional set forth in Annex I to the applicable Notice of Commitment Lender providing the Additional Commitments (Increase) and the other Persons specified in the definition Global Administrative Agent shall distribute to each Lender (including each CI Lender) a copy of Additional Credit Extension Amendment but no other existing Lender)such amended and restated Schedule 2.1, and (iii) each CI Lender identified on the Additional Credit Extension Amendment may provide Notice of Commitment Increase for such amendments to Commitment Increase shall be a “Lender” for all purposes under this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14Agreement.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Apache Corp)
Increase in Commitments. (a) The At any time after the Closing Date, the Borrower may may, by written notice to the Administrative Agent elect Agent, request that the Total Commitment be increased by an amount not to seek commitments (“Additional Commitments”) to increase the Commitments; provided that:
(i) exceed $50,000,000 in the aggregate for all such increases from the Closing Date until the Maturity Date, provided that no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any such increase. The Administrative Agent shall deliver a copy of such request to each Lender. The Borrower shall set forth in such request the amount of all Additional Commitments shall not exceed $200,000,000;
the requested increase in the Total Commitment (ii) any such increase which shall be in an aggregate minimum increments of $10,000,000 and a minimum amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that 10,000,000) and the date on which such amount may increase is requested to become effective (which shall be not less than $10,000,000 if 10 Business Days nor more than 60 days after the date of such amount represents all remaining availability under the limit set forth notice and that, in the preceding clause (i);
(iii) the Additional Commitments shall any event, must be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately at least 60 days prior to the Additional Commitments Effective Maturity Date; provided that (x) ). The Borrower may offer to each Lender the Additional Commitments may have a higher Applicable Rate than opportunity to increase its Commitment by its Percentage of the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically proposed increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) amount and/or the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments arrange for one or more banks or other entities that are Eligible Assignees (in each such capacity, Person so agreeing being an “Additional Commitment Augmenting Lender”); and
. Each Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (iveach such Lender so agreeing being an “Increasing Lender”) no existing or decline to increase its Commitment (and any such Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment and each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). Each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender with a Commitment hereunder. Any increase in the Total Commitment may be required made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to provide any Additional Commitmentsarrange for, or chooses not to arrange for, Augmenting Lenders.
(b) Each such notice shall specify (x) of the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes parties hereto agrees that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent may take any and (y) the identity of the Persons (each of which shall all actions as may be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent reasonably necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders ensure that after giving effect to such Additional any increase in the Total Commitment pursuant to this Section 3.2(b), the outstanding Loans (if any) are held by the Lenders with Commitments shall make such Loans in accordance with Section 2.01.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as their new Percentages. This may be necessary or appropriate, in accomplished at the reasonable opinion discretion of the Administrative Agent: (w) by requiring the outstanding Loans to be prepaid with the proceeds of new Borrowings; (x) by causing the Non-Increasing Lenders to assign portions of their outstanding Loans to Increasing Lenders and Augmenting Lenders; (y) by permitting the Borrowings outstanding at the time of any increase in the Total Commitment pursuant to this Section 3.2(b) to remain outstanding until the last days of the respective Interest Periods therefor, even though the Lenders would hold such Borrowings other than in accordance with their new Percentages; or (z) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (ii) shall be subject to Section 2.7 hereof but otherwise without premium or penalty. In addition, in connection with any increase in the Total Commitment pursuant to this Section the Administrative Agent and may, in consultation with the Borrower, to effect the provisions of this Section 2.14appoint any Lender as a Syndication Agent, Documentation Agent, Co-Agent or other similar title.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (DPL Inc)
Increase in Commitments. (a) The Borrower may shall have the option, without the consent of the Lenders, to cause a single increase in the Term Commitment by written notice adding, subject to the prior approval of Administrative Agent elect (such approval not to seek commitments be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (“Additional Commitments”collectively, the "New Term Lenders") or by allowing one or more Lenders to increase the their respective Term Commitments; provided however that:
: (i) prior to and after giving effect to the increase, no Default or Event of Default shall have occurred hereunder and be continuing, (ii) no such increase shall cause the Term Commitment to exceed $725,000,000, (iii) no Lender's Term Commitment shall be increased without such Lender's consent, (iv) such increase shall be evidenced by a Commitment Increase Supplement in form and substance acceptable to Administrative Agent and executed by Borrower, Administrative Agent, New Term Lenders, if any, and Lenders increasing their Term Commitments, if any, and which shall indicate the amount and allocation of such increase in the Term Commitment and the effective date of such increase (the "Term Loan Increase Effective Date"), and (v) Borrower shall use all proceeds of such increase (A) to finance all or a portion of the purchase price of the TXU Fuel Acquisition and (B) to pay the out-of-pocket expenses incurred and fees payable in respect of the TXU Fuel Acquisition and this Agreement. Subject to the terms and conditions hereof (including Section 10.14) and provided that the aggregate amount of all Additional Commitments shall Term Loans does not exceed $200,000,000;
the total Term Commitment, (i) each New Lender agrees to make a Term Loan to Borrower on the Term Loan Increase Effective Date in the amount of such Lender's Term Commitment set forth on the revised Lender Schedule, and (ii) any such increase shall be each existing Lender agrees to make a Term Loan to Borrower on the Term Loan Increase Effective Date in an aggregate the amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 the increase, if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (any, in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments's Term Commitment.
(b) Each Borrower shall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Revolver Commitment by adding, subject to the prior approval of Administrative Agent (such notice approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the "New Revolver Lenders", and together with the New Term Lenders, the "New Lenders") or by allowing one or more Lenders to increase their respective Revolver Commitments; provided however that: (i) 004726 000020 DALLAS 1786243.3 SECOND AMENDED AND RESTATED CREDIT AGREEMENT [CONFORMED THROUGH AUGUST 2004] prior to and after giving effect to the increase, no Default or Event of Default shall specify have occurred hereunder and be continuing, (xii) no such increase shall cause the date Revolver Commitment to exceed $225,000,000, (each, an “Additional Commitments Effective Date”iii) on which the Borrower proposes that the Additional Commitments no Lender's Revolver Commitment shall be effectiveincreased without such Lender's consent, which and (iv) such increase shall be evidenced by a date reasonably Commitment Increase Supplement in form and substance acceptable to the Administrative Agent and (y) the identity of the Persons (each of executed by Borrower, Administrative Agent, New Revolver Lenders, if any, and Lenders increasing their Revolver Commitments, if any, and which shall be an Eligible Assignee (for this purpose treating a Lender indicate the amount and allocation of Additional Commitments as if it were an assignee)) whom such increase in the Borrower proposes would provide the Additional Commitments Revolver Commitment and the portion effective date of such increase (the Additional Commitment to be provided by each such Person"Revolver Loan Increase Effective Date"). As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments borrow and prepay Revolver Loans on each Revolver Loan Increase Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.053.6) to the extent necessary to keep the outstanding Revolver Loans of each Lender ratable with any such Lender's revised Applicable Percentages arising from Revolver Percentage after giving effect to any nonratable increase in the Commitments. If there is Revolver Commitments under this Section 2.13(b).
(c) As a new Borrowing condition precedent to each increase pursuant to subsections (a) and (b) above, Borrower shall deliver to Administrative Agent a certificate of Commitments on such Additional Commitments each Restricted Person dated as of the Term Loan Increase Effective Date or Revolver Loan Increase Effective Date, as applicable (each an "Increase Effective Date"), signed by a Co-Chief Executive Officer of such Restricted Person (i) certifying and attaching the Lenders resolutions adopted by such Restricted Person approving or consenting to such increase, (ii) certifying that each of the conditions to such increase set forth in Section 2.13(a) or (b), as applicable, shall have occurred and been complied with, and (iii) certifying that, before and after giving effect to such Additional Commitments shall make such Loans increase, (A) the representations and warranties contained in accordance with Section 2.01.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents made by it are true and correct in all material respects on and as may be necessary or appropriateof the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in the reasonable opinion which case they were true and correct in all material respects as of the Administrative Agent such earlier date, and the Borrower, to effect the provisions (B) no Default or Event of this Section 2.14Default exists.
(d) This Section 2.14 On each Increase Effective Date, Administrative Agent shall supersede any provisions provide to Borrower and each Lender a revised Lender Schedule reflecting the changes, as applicable, in the Revolver Commitment and/or the Term Commitment, each Lender's Revolver Percentage, and/or each Lender's Percentage Share resulting from such increase. On each Increase Effective Date, Borrower shall execute and deliver a Revolver Note (in the form of Exhibit A-1 with appropriate insertions) and/or a Term Note (in the form of Exhibit A-2 with appropriate insertions), as applicable, payable to the order of each New Lender and each existing Lender that has agreed to increase its Revolver Commitment and/or Term Commitment, as applicable. Each financial institution that becomes a New Lender pursuant to this Section 2.13 or Section 10.01 by the execution and delivery to Administrative Agent of the contraryapplicable Commitment Increase Supplement, shall be a "Lender" for all purposes under this Agreement on the applicable Increase Effective Date.
Appears in 1 contract
Increase in Commitments. (a) The Borrower may by written notice to After the Closing Date, Administrative Agent elect may, from time to seek commitments time upon five (“Additional Commitments”5) Business Days prior notice by Borrower of a request to increase the Aggregate Commitments; provided that, increase the Aggregate Commitments by (x) admitting additional Lenders hereunder (each a “Subsequent Lender”), or (y) increasing the Commitment of any Lender (each an “Increasing Lender”), subject to the following conditions:
(i) the aggregate amount of all Additional Commitments shall not exceed $200,000,000each Subsequent Lender is an Eligible Assignee;
(ii) any Borrower executes (A) a new Note payable to the order of a Subsequent Lender, if requested by such increase shall be in Subsequent Lender, or (B) a replacement Note payable to the order of an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that Increasing Lender, if requested by such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i)Increasing Lender;
(iii) each Subsequent Lender executes a signature page to this Agreement;
(iv) after giving effect to the Additional admission of any Subsequent Lender or the increase in the Commitment of any Increasing Lender, the Aggregate Commitments do not exceed $1,500,000,000 (less the amount of any previous reduction pursuant to Section 2.06);
(v) each increase in the Aggregate Commitments shall be on in the same terms as minimum amount of $5,000,000 or a greater integral multiple of $1,000,000;
(vi) no admission of any Subsequent Lender shall increase the Commitments then outstanding with Commitment of any existing Lender without the latest Maturity Date immediately prior to consent of such existing Lender;
(vii) no Lender shall be an Increasing Lender without the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased consent of such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(ivviii) no existing Lender shall be required Default or Event of Default exists nor would occur after giving effect to provide any Additional Commitmentssuch increase.
(b) Each such notice shall specify (x) After the date (eachadmission of any Subsequent Lender or the increase in the Commitment of any Increasing Lender, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) shall promptly provide to each Lender a new Schedule 2.01 to this Agreement. In the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying event that the conditions in Section 4.02(a) and (b) there are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional an increase in the Aggregate Commitments shall make pursuant to this Section 2.15, upon notice from Administrative Agent to each Lender, the amount of such Loans owing to each Lender shall be appropriately adjusted to reflect the new Applicable Percentages of the Lenders (in accordance with which case Borrower shall pay any amounts required under Section 2.013.05).
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified foregoing increase in the definition Aggregate Commitments may, at the option of Additional Credit Extension Amendment but no other existing Lender)Borrower be in the form of an increase of the revolving credit facility as currently set forth hereunder or the issuance of a term loan facility hereunder (or any combination of the foregoing) provided, in the case of any term loan facility, the Loan Parties shall execute and the Additional Credit Extension Amendment may provide for such deliver, or cause to be delivered one or more supplements or amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Lenders under such term loan facility may require to evidence such term loan facility, which supplements shall be executed by the BorrowerLoan Parties and Administrative Agent and Lenders under such term loan facility and not by any Lenders who only have Commitments to make revolving Loans hereunder, provided that any amendments and supplements to effect this Agreement under this clause (c) are approved in accordance with clause (i) of the provisions of this second proviso to Section 2.1411.01.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Samples: Senior Unsecured Revolving Credit Agreement (Wci Communities Inc)
Increase in Commitments. (a) The Borrower Company may at any time and from time to time, by written notice to the Administrative Agent elect (which shall promptly deliver a copy to seek commitments the applicable Lenders) executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called an “Additional CommitmentsIncreasing Lender”), which may include any Lender, cause new Global Tranche Commitments or US Tranche Commitments to be extended by the Increasing Lenders (or cause the existing Global Tranche Commitments or US Tranche Commitments of the Increasing Lenders to be increased, as the case may be) to increase the Commitmentsin an amount for each Increasing Lender (which shall not be less than US$5,000,000) set forth in such notice; provided that:
that (i) the new Commitments and increases in existing Commitments pursuant to this paragraph shall not be greater than US$1,000,000,000 in the aggregate during the term of this Agreement and shall not be less than US$10,000,000 (or any portion of such US$1,000,000,000 aggregate amount of all Additional Commitments shall not exceed $200,000,000;
remaining unused) for any such increase, (ii) any such increase each Increasing Lender, if not already a Lender hereunder, shall be in an aggregate amount subject to the approval of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may the Administrative Agent and each LC Issuer (which approval shall not be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
unreasonably withheld) and (iii) the Additional Commitments each Increasing Lender, if not already a Lender hereunder, shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior become a party to this Agreement by completing and delivering to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have Administrative Agent a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (duly executed accession agreement in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable form satisfactory to the Administrative Agent and the Company (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee“Accession Agreement”)) whom the Borrower proposes would provide the Additional . New Commitments and increases in Commitments shall become effective on the portion of date specified in the Additional Commitment applicable notices delivered pursuant to be provided by each such Personthis paragraph. As a condition precedent to Upon the effectiveness of any Additional CommitmentsAccession Agreement to which any Increasing Lender is a party, (i) such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Borrower Commitment or Commitments of such Increasing Lender as provided in such Accession Agreement. Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment of any Lender) pursuant to this paragraph shall deliver to become effective unless (i) the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in shall have received documents consistent with those delivered under Section 4.02(a4.02(b) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Datec), the Lenders after giving effect to such Additional Commitments shall make increase and (ii) on the effective date of such Loans increase, the conditions set forth in accordance with Section 2.01.
Sections 4.01(b) and (c) The Additional Commitments shall be documented by an Additional satisfied (with all references in such paragraphs to a Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (Event being deemed to be references to such increase) and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, to effect the provisions of this Section 2.14Company.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Hartford Financial Services Group Inc/De)
Increase in Commitments. (aA) The Borrower may Borrower, by written notice to the Administrative Agent elect to seek commitments (“Additional Commitments”) to increase Agent, may request that the CommitmentsClass D Commitments be increased; provided that:
that the aggregate amount by which the Class D Commitments are increased pursuant to this Section shall not exceed $150,000,000. Such notice shall set forth (i) the aggregate amount of all Additional Commitments shall not exceed $200,000,000;
the requested increase and (ii) the date on which such increase is requested to become effective (which shall be not less than 10 Business Days or more than 60 days after the date of such notice unless otherwise agreed by the Borrower and the Administrative Agent), and shall offer each Class D Lender the opportunity to increase its Class D Commitment, by its Applicable Class D Percentage of the proposed increased amount. Each such Class D Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class D Commitment, by all or a portion of the offered amount (each Class D Lender so agreeing being an “Increasing Lender”) or decline to increase its Class D Commitment (and any such increase Class D Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class D Commitment) (each such Class D Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Class D Lenders shall have agreed pursuant to the preceding sentence to increase their Class D Commitments by an aggregate amount less than the increase in the total Class D Commitments requested by the Borrower, the Borrower may, at its expense, arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Class D Lender, to extend Class D Commitments or increase their existing Class D Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class D Lender hereunder, shall be subject to the approval of $10,000,000 the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class D Commitment and/or its status as a Class D Lender hereunder. Any increase in the total Class D Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.
(B) On the effective date (the “Increase Effective Date”) of any whole multiple of $500,000 increase in excess thereofthe Class D Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class D Revolving Loans are outstanding, the Borrower (i) shall prepay all Class D Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class D Revolving Loans in accordance with this Agreement, which Class D Revolving Loans shall be made by the Class D Lenders ratably in accordance with their respective Applicable Class D Percentage (calculated after giving effect to the Class D Commitment Increase); provided that such amount may prepayment of Class D Revolving Loans pursuant to this paragraph shall not be less than $10,000,000 required if such amount represents all remaining availability under Class D Commitment Increase is effected entirely by ratably increasing the limit set forth in Class D Commitments of the preceding existing Class D Lenders. The payments made pursuant to clause (i);
(iii) the Additional Commitments above in respect of each Eurodollar Loan shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior subject to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional CommitmentsSection 2.15.
(bC) Each such notice Increases and new Class D Commitments created pursuant to this Section 2.22 shall specify (x) become effective on the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition notice delivered by the Borrower pursuant to the first sentence of Additional Credit Extension Amendment but no other existing Lender), paragraph (a) above unless otherwise agreed by the Borrower and the Additional Credit Extension Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may provide for may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14Section.
(dD) This Notwithstanding the foregoing, no increase in the total Class D Commitments (or in the Class D Commitment of any Class D Lender) or addition of a new Class D Lender shall become effective under this Section 2.14 shall supersede any provisions unless (i) on the effective date of such increase, the conditions set forth in Section 2.13 or 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class D Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (e) and (g) of Section 10.01 6 of the Amendment and Restatement Agreement as to the contrarycorporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class D Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000 and (iv) no Default exists or would exist after giving effect thereto.
Appears in 1 contract
Samples: Revolving Credit Agreement (American Axle & Manufacturing Holdings Inc)
Increase in Commitments. (a) The Borrower may shall have the right, at any time prior to the date that is thirty (30) days prior to the Termination Date by written notice to and in consultation with the Administrative Agent, to request an increase in the aggregate Revolver Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that are not already Conformed Credit Agreement - Page 72 140760.01015/130833253v.5 Lenders (each, an “Additional Lender”), or a combination thereof, provided that (i) any such request for a Commitment Increase shall be in a minimum amount of $5,000,000 (or such lesser amount as the Administrative Agent elect may reasonably agree), (ii) immediately after giving effect to seek commitments (“Additional Commitments”) to increase the Commitments; provided that:
(i) any Commitment Increase, the aggregate amount of all Additional Revolver Commitments shall not exceed $200,000,000;
, and (iiiii) no Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase. No consent of any Lender to such Commitment Increase shall be required and no Lender shall be obligated to participate as a Lender in such Commitment Increase. The Borrower shall give the existing Lenders the right of first refusal for participating in any such Commitment Increase by providing such notice to the Administrative Agent ten (10) Business Days before executing a commitment with any Person that is not already a Lender. Section 5.07 will be adjusted by mutual consent of the Borrower and the Majority Lenders. An existing Lender shall have priority over Additional Lenders to participate in such requested Commitment Increase if such existing Lender provides written notice of its election to participate within ten (10) Business Days of such existing Xxxxxx’s receipt of such notice. Such notice from the Borrower shall specify the requested amount of the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender. Other than fees payable to the Administrative Agent, any fees paid by the Borrower for a Commitment Increase to an Increasing Lender, an Additional Xxxxxx, and the Administrative Agent, shall be for their own account and shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 amount, if any, mutually agreed upon by each such party and the Borrower, in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitmentseach party’s sole discretion.
(b) Each such notice Additional Lender must qualify as an Eligible Assignee (the selection of which shall specify (x) include the date (eachprior approval, an “not to be unreasonably withheld, conditioned or delayed, of the Administrative Agent). The Borrower and each Additional Commitments Effective Date”) on which Lender shall execute a joinder agreement, and the Borrower proposes that the Additional Commitments and each Lender shall be effective, which shall be a date reasonably acceptable to execute all such other documentation as the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments Borrowers may reasonably require, all in form and the portion of the Additional Commitment substance reasonably satisfactory to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to evidence the Revolver Commitment adjustments referred to in Section 2.14(e); provided that the failure of any Lender that is not an Additional Lender or an Increasing Lender to execute any such documentation shall not impair the ability of the Additional Lenders, the Increasing Lenders and the Borrower to effect the provisions of a Commitment Increase pursuant to this Section 2.14.
(c) If the aggregate Revolver Commitments are increased in accordance with this Section 2.14, the Borrower (in consultation with the Administrative Agent), Increasing Lender(s) (if any) and Additional Lender(s) (if any) shall agree upon the effective date (the “Commitment Increase Date,” which shall be a Business Day not less than thirty (30) days prior to the Termination Date). The Administrative Agent shall promptly notify the Lenders of such increase and the Commitment Increase Date.
(d) This Notwithstanding anything set forth in this Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary, the Borrower shall not incur any Revolver Advances pursuant to any Commitment Increase (and no Commitment Increase shall be effective) unless the conditions set forth in Section 2.14(a)(i) through (iii) as well as the following conditions precedent are satisfied on the applicable Commitment Increase Date:
(i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent: Conformed Credit Agreement - Page 73 140760.01015/130833253v.5
(A) a supplement to this Agreement signed by the Administrative Agent and each other Lender committing to the Commitment Increase, setting forth the reallocation of Commitments referred to in Section 2.14(e), all other documentation required by the Administrative Agent pursuant to Section 2.14(b) and such other modifications, documents or items as the Administrative Agent, the Lenders or their counsel may reasonably request;
(B) an instrument, duly executed by the Borrower and each Guarantor acknowledging and reaffirming its obligations under this Agreement, the Collateral Documents, and the other Loan Documents to which it is a party;
(C) a certificate of the secretary or an assistant secretary of the Borrower and each Guarantor, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such party approving or consenting to such Commitment Increase;
(D) a certificate of the chief financial officer or another Responsible Officer of the Borrower, certifying that (x) as of the Commitment Increase Date, all representations and warranties of the Borrower and the Guarantors contained in this Agreement and the other Loan Documents are true and correct in all material respects (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct in all material respects as of such date), and (y) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to such Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof); and
(E) such other documents or items that the Administrative Agent, the Lenders or their counsel may reasonably request.
(ii) In the case of any Borrowing of Revolver Advances in connection with such Commitment Increase for the purpose of funding an Acquisition, the applicable conditions set forth in this Agreement with respect to Acquisitions shall have been satisfied.
(e) On the Commitment Increase Date, (i) the aggregate principal outstanding amount of the Revolver Advances (the “Initial Advances”) immediately prior to giving effect to the Commitment Increase shall be deemed to be repaid, (ii) immediately after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings of Revolver Advances (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Advances and of the types and for the Interest Period specified in a Notice of Borrowing delivered to the Administrative Agent in accordance with Section 2.01,
Appears in 1 contract
Increase in Commitments. (a) The Subject to the terms and conditions set forth herein, Apache shall have the right to cause from time to time an increase in the Commitments of the Lenders by up to $1,000,000,000 in the aggregate (a “Commitment Increase”) by adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented to by the Administrative Agent (which consent shall not be unreasonably withheld or delayed) or by allowing one or more existing Lenders to increase their respective Commitments (each a “CI Lender”); provided, however that (i) at the time of the Commitment Increase, no Event of Default shall have occurred which is continuing, (ii) no such Commitment Increase shall cause the total amount of the Commitments to exceed $4,500,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion), (iv) if, on the effective date of such increase, any Loans have been funded, then Borrower may by written shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (v) each CI Lender shall execute a Notice of Commitment Increase and deliver such executed notice to the Administrative Agent elect to seek commitments (“Additional Commitments”) to increase the Commitments; provided that:
(i) the aggregate amount of all Additional Commitments shall not exceed $200,000,000;
(ii) any such increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional CommitmentsAgent.
(b) Each such Any Commitment Increase must be requested by written notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable from Apache to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit G attached hereto. Once the Notice of Commitment Increase is fully-executed, such notice and (y) the identity of the Persons (each of which such Commitment Increase shall be an Eligible Assignee effective on the proposed effective date set forth in such notice (for this purpose treating a Lender of Additional Commitments not less than five (5) Business Days after receipt by the Administrative Agent) or on another date agreed to by the Administrative Agent and Apache (such date referred to as if it were an assigneethe “Commitment Increase Effective Date”).
(c) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional On each Commitment to be provided by each such Person. As a condition precedent Increase Effective Date, to the effectiveness extent that there are Loans outstanding as of any Additional Commitmentssuch date, the Borrower shall (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a certificate dated as of the Additional Commitments Effective Date signed prepayment by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.052.10, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans.
(d) Each Commitment Increase shall become effective on its Commitment Increase Effective Date and upon such effectiveness (i) the Administrative Agent shall record in its records the CI Lender’s information as provided in the Notice of Commitment Increase and pursuant to an Administrative Questionnaire in form satisfactory to the extent necessary Administrative Agent that shall be executed and delivered by each CI Lender to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in Administrative Agent on or before the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Commitment Increase Effective Date, the (ii) Schedule 2.1 hereof shall be amended and restated to set forth all Lenders (including any CI Lenders) that will be Lenders hereunder after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.
Commitment Increase (c) The Additional Commitments which shall be documented by an Additional Credit Extension Amendment executed by each Additional set forth in Annex I to the applicable Notice of Commitment Lender providing the Additional Commitments (Increase) and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent shall distribute to each Lender (including each CI Lender) a copy of such amended and restated Schedule 2.1, and (iii) each CI Lender identified on the Borrower, to effect the provisions Notice of Commitment Increase for such Commitment Increase shall be a “Lender” for all purposes under this Section 2.14Agreement.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Apache Corp)
Increase in Commitments. (a) The Borrower may by written notice shall have the right at any time and from time to time after the Closing Date and prior to the Administrative Agent elect date that is thirty (30) days prior to seek commitments (“Additional Commitments”) the final Facility Termination Date to increase the CommitmentsAggregate Commitment (each such proposed increase being a “Commitment Increase”), either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an “Assuming Lender”), in each case with the approval of the Administrative Agent, each LC Issuer and the Swingline Lender (such approval not to be unreasonably withheld), which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days after delivery of such notice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the sole discretion of each Lender; provided further that:
: (i) any such request for a Commitment Increase shall be in a minimum amount of $25,000,000 or a higher integral multiple of $1,000,000; (ii) immediately after giving effect to any Commitment Increase, the Aggregate Commitment shall not exceed $600,000,000 and the aggregate amount of all Additional Commitments Commitment Increases shall not exceed $200,000,000;
(ii) any such increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional sum of the increases in Commitments of the Increasing Lenders and the new Commitments of the Assuming Lenders shall be on not exceed the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Daterequested Commitment Increase; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender Default or Unmatured Default shall have occurred and be continuing on the applicable Commitment Increase Date or shall result from any Commitment Increase; and (v) the representations and warranties contained in Article 5 (other than in Section 5.5) shall be required true on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to provide any Additional Commitmentshave been made as of a specified date, as of such specific date).
(b) Each such notice Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall specify become effective as of the Commitment Increase Date; provided that: (xi) the date (each, Administrative Agent shall have received on or prior to 10:00 a.m. on such Commitment Increase Date a certificate of an “Additional Commitments Effective Date”Authorized Officer stating that each of the applicable conditions to such Commitment Increase set forth in Section 2.20(a) on which has been satisfied and attaching the resolutions adopted by the Borrower proposes that approving or consenting to such Commitment Increase; (ii) with respect to each Assuming Lender, the Additional Commitments Administrative Agent shall be effectivehave received, which on or prior to 10:00 a.m. on such Commitment Increase Date, a Joinder Agreement among the Assuming Lender, the Borrower and the Administrative Agent; and (iii) each Increasing Lender shall be a date reasonably acceptable have delivered to the Administrative Agent, on or prior to 10:00 a.m. on such Commitment Increase Date, confirmation in writing satisfactory to the Administrative Agent and (y) the identity as to its increased Commitment, with a copy of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent confirmation to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01Borrower.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by On each Additional Commitment Lender providing Increase Date upon such time as the Additional Commitments (applicable conditions set forth in Sections 2.20(a) and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.2.20
Appears in 1 contract
Samples: Credit Agreement (Idaho Power Co)
Increase in Commitments. (a) The At any time after the Effective Date until the third anniversary of the Effective Date, the Borrower may may, by written notice to the Administrative Agent elect (which shall promptly deliver a copy to seek commitments (“Additional Commitments”) each of the Lenders), request at any time or from time to increase time that the Commitmentstotal Revolving Advance Commitments and/or Term A Commitments and/or Term B Commitments be increased; provided that:
that (i) the aggregate amount of all Additional Commitments such increases pursuant to this Section shall not exceed $200,000,000;
1,000,000,000, (ii) the Borrower shall offer each Lender the opportunity to increase its applicable Commitment by its Percentage of the proposed increased amount, and (iii) each Lender, in its sole discretion, may either (A) agree to increase its applicable Commitment by all or a portion of the offered amount or (B) decline to increase its applicable Commitment. Any such notice shall set forth the amount of the requested increase in the total Commitments and the date on which such increase is requested to become effective. In the event that the Lenders shall have agreed to increase their applicable Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase shall be its existing Commitment in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereofequal to the unsubscribed amount; provided that such amount may each Augmenting Lender, if not already a Lender hereunder, shall be less than $10,000,000 if such amount represents all remaining availability under subject to the limit set forth approval of the Agent and, in the preceding clause case of an increase in the Revolving Advance Commitments, each LC Bank that has any outstanding Letters of Credit at the time (iwhich approvals shall not be unreasonably withheld or delayed);
(iii) the Additional Commitments . Any such additional Term Advances shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, deemed an “Additional Commitment LenderIncremental Term Advance”); and
(iv) no existing Lender , any such commitment to make Incremental Term Advances shall be required to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, deemed an “Additional Commitments Effective DateIncremental Term Advance Commitment”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment aggregate amount thereof agreed to be provided by each the applicable Lenders or Augmenting Lenders shall be an “Incremental Term Advance Commitment Amount”. Any such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.
(c) The Additional Revolving Advance Commitments shall be documented by deemed an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (“Incremental Revolving Commitment” and the other Persons specified in aggregate amount thereof agreed to be provided by the definition of Additional Credit Extension Amendment but no other existing Lender), and applicable Lenders or Augmenting Lenders shall be the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14“Incremental Revolving Advance Commitment Amount.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.”
Appears in 1 contract
Samples: Credit Agreement (Supervalu Inc)
Increase in Commitments. (a) The Borrower may shall have the right, at any time prior to the date that is one hundred eighty (180) days prior to the Termination Date by written notice to and in consultation with the Administrative Agent, to request an increase in the aggregate Revolver Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof, provided that (i) any such request for a Conformed Credit Agreement - Page 56 140760.01015/122598522v.1140760.01015/122598522v.9 Commitment Increase shall be in a minimum amount of $5,000,000, (ii) immediately after giving effect to any Commitment Increase, (y) the aggregate Revolver Commitments shall not exceed $150,000,000 and (z) the aggregate of all Commitment Increases effected shall not exceed $55,000,000, (iii) no Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase, (iv) immediately after giving effect to any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in compliance with the covenants contained in Article V, (v) no consent of any Lender to such Commitment Increase shall be required and no Lender shall be obligated to participate as a Lender in such Commitment Increase, (vi) the Borrower shall give the existing Lenders the right of first refusal for participating in any such Commitment Increase by providing such notice to the Administrative Agent elect ten (10) Business Days before executing a commitment with any Person that is not already a Lender, and (vii) Section 5.07 will be adjusted by mutual consent of the Borrower and the Majority Lenders. An existing Lender shall have priority over Additional Lenders to seek commitments participate in such requested Commitment Increase if such existing Lender provides written notice of its election to participate within ten (“Additional Commitments”10) Business Days of such existing Lender’s receipt of such notice. Such notice from the Borrower shall specify the requested amount of the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender. Other than fees payable to the Commitments; provided that:
(i) Administrative Agent, any fees paid by the aggregate amount of all Borrower for a Commitment Increase to an Increasing Lender, an Additional Commitments Lender, and the Administrative Agent, shall not exceed $200,000,000;
(ii) any such increase be for their own account and shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 amount, if any, mutually agreed upon by each such party and the Borrower, in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitmentseach party’s sole discretion.
(b) Each such notice Additional Lender must qualify as an Eligible Assignee (the selection of which shall specify (x) include the date (eachprior approval of the Administrative Agent). The Borrower and each Additional Lender shall execute a joinder agreement, an “Additional Commitments Effective Date”) on which and the Borrower proposes that the Additional Commitments and each Lender shall be effective, which shall be a date reasonably acceptable to execute all such other documentation as the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments Borrowers may reasonably require, all in form and the portion of the Additional Commitment substance reasonably satisfactory to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to evidence the Revolver Commitment adjustments referred to in Section 2.14(e); provided that the failure of any Lender that is not an Additional Lender or an Increasing Lender to execute any such documentation shall not impair the ability of the Additional Lenders, the Increasing Lenders and the Borrower to effect the provisions of a Commitment Increase pursuant to this Section 2.14.
(c) If the aggregate Revolver Commitments are increased in accordance with this Section 2.14, the Borrower (in consultation with the Administrative Agent), Increasing Lender(s) (if any) and Additional Lender(s) (if any) shall agree upon the effective date (the “Commitment Increase Date,” which shall be a Business Day not less than thirty (30) days prior to the Termination Date). The Administrative Agent shall promptly notify the Lenders of such increase and the Commitment Increase Date.
(d) This Notwithstanding anything set forth in this Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary., the Borrower shall not incur any Revolver Advances pursuant to any Commitment Increase (and no Commitment Increase shall be effective) unless the conditions set forth in Section 2.14(a) as well as the following conditions precedent are satisfied on the applicable Commitment Increase Date:
(i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent: Conformed Credit Agreement - Page 57 140760.01015/122598522v.1140760.01015/122598522v.9 (A) a supplement to this Agreement signed by the Required Lenders and each other Lender committing to the Commitment Increase, setting forth the reallocation of Commitments referred to in Section 2.14(e), all other documentation required by the Administrative Agent pursuant to Section 2.14(b) and such other modifications, documents or items as the Administrative Agent, the Lenders or their counsel may reasonably request;
Appears in 1 contract
Increase in Commitments. (a) The Borrower may Company may, at any time after the Closing Date by written notice to the Administrative Agent elect to seek commitments Agent, propose an increase in the total Commitments hereunder (each such proposed increase being a “Additional CommitmentsCommitment Increase”) either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by having a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”), in each case, with the approval of the Administrative Agent (not to be unreasonably withheld, conditioned or delayed); provided that each Assuming Lender shall be a NAIC Approved Bank or any other Person which shall have in effect a Confirming Bank Agreement or Limited Fronting Lender Agreement, in each case, with a Person or Lender, as applicable, which is a NAIC Approved Bank. Such notice shall specify (i) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to by each such Increasing Lender or Assuming Lender, (iii) the date on which such Commitment Increase is to be effective (a “Commitment Increase Date”) (which shall be a Business Day at least five Business Days after delivery of such notice and 30 days prior to the Commitment Termination Date) and (iv) the Company’s election whether to increase the Commitments; Foreign Currency Sublimit Dollar Amount as provided thatbelow. Each Commitment Increase shall be subject to the following additional conditions:
(i) unless the aggregate Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any Commitment Increase shall be in a minimum amount of all Additional Commitments shall not exceed at least $200,000,00025,000,000;
(ii) any such increase unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an aggregate amount of at least $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i)25,000,000;
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date after giving effect to any Lender providing Additional Commitments (in such capacityCommitment Increase, an “Additional the aggregate amount of Commitment Lender”); andIncreases hereunder shall not exceed $1,500,000,000;
(iv) no existing Lender Default has occurred and is continuing on the relevant Commitment Increase Date or shall be required to provide result from any Additional Commitments.Commitment Increase; and
(b) Each such notice shall specify (xv) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent representations and (y) the identity warranties of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions Loan Parties set forth in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may shall be necessary or appropriatetrue and correct in all material respects (or, in the reasonable opinion case of such representations and warranties qualified as to materiality, in all respects) on and as of the Administrative Agent relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). In connection with any Commitment Increase, the BorrowerCompany may, at its option, elect to effect ratably increase the provisions of this Section 2.14.
(d) This Section 2.14 shall supersede any provisions Foreign Currency Sublimit Dollar Amount in Section 2.13 or Section 10.01 proportion to the contraryamount of such Commitment Increase (each such proposed increase being a “Foreign Currency Sublimit Increase”).
Appears in 1 contract
Samples: Credit Agreement (American International Group, Inc.)
Increase in Commitments. (a) The Borrower may by written notice Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Lenders or the Global Administrative Agent, to cause from time to time an increase in the total amount of the Commitments (a “Commitment Increase”) by adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are reasonably satisfactory to the Global Administrative Agent elect to seek commitments (each a “Additional CommitmentsCI Lender”) or by allowing one or more existing Lenders to increase the their respective Commitments; provided that:
provided, however, that (i) the aggregate amount no Event of all Additional Commitments Default shall not exceed $200,000,000;
have occurred which is continuing, (ii) any no such increase Commitment Increase shall be in an aggregate cause the total amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
Commitments to exceed U.S.$700,000,000, (iii) the Additional Commitments no Lender’s Commitment shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately increased without such Lender’s prior to the Additional Commitments Effective Date; provided that written consent (x) the Additional Commitments which consent may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (be given or withheld in such capacity, an “Additional Commitment Lender”); and
’s sole and absolute discretion) and (iv) no existing Lender if, on the effective date of such increase, any Loans have been funded, then the Borrower shall be required obligated to provide pay any Additional Commitmentsbreakage fees or costs in connection with the reallocation of such outstanding Loans.
(b) Each Any Commitment Increase must be requested by written notice from the Borrower to the Global Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit 2.21 attached hereto. Once the Notice of Commitment Increase is fully-executed, such notice and such Commitment Increase shall specify be effective on the proposed effective date set forth in such notice (xnot less than five (5) Business Days after receipt by the Global Administrative Agent) or on another date agreed to by the Global Administrative Agent and the Borrower (each, an such date referred to as the “Additional Commitments Commitment Increase Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.
(c) The Additional Commitments On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Global Administrative THE COMBINED LENDERS UNDER THE APACHE CORPORATION GLOBAL CREDIT FACILITY April 5, 2007 Page 4 Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall be documented constitute Loans made by an Additional Credit Extension Amendment executed by each Additional Commitment such CI Lender providing to the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments Borrower pursuant to this Agreement and on such Commitment Increase Effective Date, (ii) the other Loan Documents as may be necessary or appropriateGlobal Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.10, ratably in accordance with the reasonable opinion respective principal amounts thereof, of the Administrative Agent principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower, Borrower shall be responsible to effect pay to each Lender any breakage fees or costs in connection with the provisions reallocation of this Section 2.14any outstanding Loans.
(d) This Section 2.14 For purposes of this Section, the following defined terms shall supersede any provisions in Section 2.13 or Section 10.01 have the following meanings: (1) “New Funds Amount” means the amount equal to the contraryproduct of a Lender’s increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the total amount of the Commitments after giving effect to the Commitment Increase, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date); (2) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Commitment Increase that does not increase its respective Commitment as a result of the Commitment Increase and whose relative percentage of the total amount of the Commitments shall be reduced as a result of such Commitment Increase; and (3) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of a Commitment Increase Effective Date (without regard to the effect of any borrowings made on such Commitment Increase Effective Date after giving effect to the Commitment Increase).
Appears in 1 contract
Samples: Credit Agreement (Apache Corp)
Increase in Commitments. (a) The Borrower may Platinum Holdings shall have the right, at any time and from time to time after the Restatement Effective Date by written notice to and in consultation with the Administrative Agent elect Agent, to seek commitments request an increase in the Total Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Commitments then in effect (each, and “Increasing Lender”), by adding as a Lender with a new Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional CommitmentsLender”) to increase the Commitments), or a combination thereof; provided that:
that (i) the aggregate any such request for a Commitment Increase shall be in a minimum amount of all Additional $25,000,000 or an integral multiple of $1,000,000 in excess thereof, (ii) immediately after giving effect to any Commitment Increase, (y) the Total Commitments shall not exceed $200,000,000;
450,000,000 and (iiz) any the aggregate of all Commitment Increases effected after the Restatement Effective Date shall not exceed $150,000,000, (iii) such increase shall be in an aggregate amount increase of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in Tranche 1 Commitments and/or the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Tranche 2 Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required obligated to provide increase its Commitment as a result of any Additional Commitmentsrequest for a Commitment Increase by Platinum Holdings unless it agrees in its sole discretion to do so.
(b) Each Additional Lender must qualify as an Eligible Assignee (the approval of which by the Administrative Agent shall not be unreasonably withheld or delayed) and Platinum Holdings and each Additional Lender shall execute a joinder agreement together with all such notice other documentation as the Administrative Agent and Platinum Holdings may reasonably require, all in form and substance reasonably satisfactory to the Administrative Agent and Platinum Holdings, to evidence the Commitment of such Additional Lender and its status as a Lender hereunder.
(c) In connection with each Commitment Increase, the Administrative Agent and Platinum Holdings shall specify (x) determine the effective date (each, an the “Additional Commitments Effective Commitment Increase Date”) on which the Borrower proposes that the Additional Commitments shall be effective), which shall be a date Business Day not less than 30 days prior to the Commitment Termination Date, and the final allocation of such Commitment Increase. The Administrative Agent shall promptly notify Platinum Holdings and the Lenders of the final allocation of such Commitment Increase and the Commitment Increase Date. The Administrative Agent is hereby authorized, on behalf of the Lenders, to enter into any amendments to this Agreement and the other Credit Documents as the Administrative Agent shall reasonably acceptable deem appropriate to effect such Commitment Increase.
(d) Notwithstanding anything set forth in this Section 2.19 to the contrary, no increase in the Total Commitments pursuant to this Section 2.19 shall be effective unless:
(i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent:
(A) as to each Increasing Lender, evidence of its agreement to provide a portion of the Commitment Increase, and as to each Additional Lender, a duly executed joinder agreement together with all other documentation required by the Administrative Agent pursuant to Section 2.19(b);
(B) an instrument, duly executed by each Credit Party, acknowledging and reaffirming its obligations under this Agreement, the Security Documents and the other Credit Documents to which it is a party and the validity and continued effect of the Liens granted in favor of the Administrative Agent thereunder;
(C) a certificate of the secretary or an assistant secretary of each Credit Party, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such Credit Party approving or consenting to such Commitment Increase; and
(D) a certificate of a Financial Officer of Platinum Holdings, certifying that (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer Commitment Increase Date, all representations and warranties of the Borrower certifying that Credit Parties contained in this Agreement and the other Credit Documents are true and correct in all material respects, both immediately before and after giving effect to the Commitment Increase and any Borrowings or Letters of Credit issued in connection therewith (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct in all material respects as of such date), and (z) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to such Commitment Increase (including any Borrowings or Letters of Credit issued in connection therewith and the application of the proceeds thereof); and
(ii) In the case of any Credit Extension in connection with such Commitment Increase, the conditions precedent set forth in Section 4.02(a4.2 shall have been satisfied.
(e) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to To the extent necessary to keep the outstanding Loans ratable with in the event of any revised Applicable Percentages arising from any nonratable non-ratable increase in the aggregate Tranche 1 Commitments. If there is a new Borrowing of Commitments , on such Additional Commitments Effective the Commitment Increase Date, (i) all then outstanding LIBOR Loans (the “Initial Loans”) shall automatically be converted into Base Rate Loans, (ii) immediately after the effectiveness of the Commitment Increase, the applicable Borrowers shall, if they so request, convert such Base Rate Loans into LIBOR Loans (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Notice of Conversion/Continuation delivered to the Administrative Agent in accordance with Section 2.10, (iii) each Tranche 1 Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Tranche 1 Lender’s Tranche 1 Ratable Share (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (z) such Tranche 1 Lender’s Tranche 1 Ratable Share (calculated without giving effect to the Commitment Increase) of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Tranche 1 Lender the portion of such funds equal to the difference, if positive, between (y) such Tranche 1 Lender’s Tranche 1 Ratable Share (calculated without giving effect to the Commitment Increase) of the Initial Loans and (z) such Tranche 1 Lender’s Tranche 1 Ratable Share (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) the Tranche 1 Lenders shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Tranche 1 Commitment (calculated after giving effect to the Commitment Increase), (vi) each applicable Borrower shall pay all accrued but unpaid interest on the Initial Loans to the Tranche 1 Lenders entitled thereto, and (vii) Schedule 1.1(a) shall automatically be amended to reflect the Tranche 1 Commitments of all Tranche 1 Lenders after giving effect to the Commitment Increase. The conversion of the Initial Loans pursuant to clause (i) above shall be subject to indemnification by the applicable Borrowers pursuant to the provisions of Section 2.17 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.
(f) To the extent necessary to keep the outstanding Letters of Credit ratable in the event of any non-ratable increase in either the Tranche 1 Commitments or Tranche 2 Commitments, as applicable, as soon as possible following the Commitment Increase Date, each Syndicated Letter of Credit shall be amended to reflect the new Ratable Shares of the applicable Lenders, it being understood for the avoidance of doubt that such Additional Commitments amendment shall make such Loans not be deemed a Credit Extension hereunder. Until a Syndicated Letter of Credit has been amended in accordance with this Section 2.01.
(c) The Additional Commitments 2.19(f), each applicable Lender shall be documented by an Additional Credit Extension Amendment executed by deemed to have sold and transferred to each Additional Commitment Tranche 1 Lender providing or Tranche 2 Lender, as the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender)case may be, and each such Tranche 1 Lender or Tranche 2 Lender shall be deemed irrevocably and unconditionally to have purchased and received from such Lender, without recourse or warranty, an undivided interest and participation, to the Additional extent of such Tranche 1 Lender’s or Tranche 2 Lender’s revised Ratable Share, in such Syndicated Letter of Credit, each drawing made thereunder, the obligations of any Account Party under this Agreement with respect thereto and any security therefor or guaranty pertaining thereto. No Credit Extension Amendment may provide for such amendments Party shall be obligated to pay any fees or increase in fees as a result of any of the actions taken pursuant to this Agreement and Section 2.19(f) other than the other Loan Documents as may be necessary or appropriate, customary fees Xxxxx Fargo requires in connection with the reasonable opinion amendment of the Administrative Agent and the Borrower, to effect the provisions letters of this Section 2.14credit.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Platinum Underwriters Holdings LTD)
Increase in Commitments. (a) The Borrower may Company may, by written notice to the Administrative Agent elect (which shall promptly deliver a copy to seek commitments the Lenders), executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called an “Additional CommitmentsIncreasing Lender”), which may include any Lender, cause Commitments to be made available by the Increasing Lenders (or cause the Commitments of the Increasing Lenders to be increased, as the case may be) to increase the Commitments; provided that:
in an amount not less than $10,000,000 and in an aggregate amount that is an integral multiple of $1,000,000 for each Increasing Lender set forth in such notice, provided, however, that (ia) the aggregate amount of all Additional new Commitments and increases in existing Commitments pursuant to this paragraph during the term of this Agreement shall in no event exceed $250,000,000, (b) each Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Agent (which approval shall not exceed $200,000,000;
be unreasonably withheld) and (c) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Agent a duly executed accession agreement substantially in the form set forth in Exhibit G (an “Accession Agreement”). New Commitments and increases in Commitments pursuant to this Section shall become effective on the date specified in the applicable notices delivered pursuant to this Section. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (i) such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of such Increasing Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereto, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the Agent shall have received a certificate, dated as of the effective date of such increase shall be in an aggregate amount and executed by the chief financial officer or the chief accounting officer of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided the Company, to the effect that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit conditions set forth in the preceding clause paragraphs (ib);
, (iiic) the Additional Commitments and (d) of Section 4.02 shall be on the same terms as the Commitments then outstanding satisfied (with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (all references in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required paragraphs to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment Borrowing being deemed to be provided by each references to such Personincrease). As Following any extension of a condition precedent new Commitment or increase of a Lender’s Commitment pursuant to this Section 2.18, any Loans outstanding prior to the effectiveness of any Additional Commitments, such extension or increase shall remain outstanding until the Borrower shall deliver to the Administrative Agent a certificate dated as ends of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) respective Interest Periods applicable thereto, and (b) are satisfied. The Borrower shall prepay any then be repaid or refinanced with new Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required made pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans 2.01 ratably in accordance with Section 2.01.
(c) The Additional the respective Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14Lenders.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Samples: Credit Agreement (Dover Corp)
Increase in Commitments. (a) The Borrower Alcoa may from time to time, by written notice to the Administrative Agent elect Agent, executed by Alcoa and one or more financial institutions (any such financial institution referred to seek commitments in this Section being called a “Prospective Lender”), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (“Additional Commitments”or cause Commitments to be extended by the Prospective Lenders, as the case may be) to increase the Commitmentsin an amount for each Prospective Lender set forth in such notice; provided that:
provided, however, that (i) the amount of any such increase in the Commitments shall be no less than $25,000,000, (ii) the sum of the aggregate amount of all Additional increases in Commitments under this Section 2.20, the aggregate amount of increases in commitments under Section 2.20 of the 2003 Five-Year Credit Agreement and the aggregate amount of increases in commitments under Section 2.20 of the 2004 Five-Year Credit Agreement, in each case during the term of this Agreement, shall not exceed $200,000,000;
500,000,000, (iii) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (iv) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases in Commitments and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereto, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless (i) the Administrative Agent shall have received documents consistent with those delivered under paragraphs (a) and (c) of Section 4.01 as to the corporate power and authority of Alcoa to borrow hereunder after giving effect to such increase and (ii) on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.02 shall be satisfied (with all references in an aggregate amount such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of $10,000,000 Alcoa. Following any increase of a Lender’s Commitment or any whole multiple extension of $500,000 in excess thereofa new Commitment pursuant to this paragraph, any Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Loans made pursuant to Section 2.01; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under notwithstanding anything to the limit contrary in this Agreement, the conditions to borrowing set forth in the preceding clause (i);
(iii) the Additional Commitments Section 4.02 shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior not apply to such new Loans to the Additional Commitments Effective Date; provided extent they are in a principal amount not greater than that (x) of the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior Loans being refinanced. Notwithstanding anything to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (contrary in such capacitythis Agreement, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01Prospective Lender.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
Appears in 1 contract
Increase in Commitments. (ai) The Borrower may shall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by written notice adding, subject to the prior approval of the Administrative Agent elect and the Issuing Banks (such approval not to seek commitments be unreasonably withheld), to this Agreement one or more financial institutions as Revolving Lenders (collectively, the “Additional CommitmentsNew Lenders”) or by allowing one or more Revolving Lenders to increase the their respective Commitments; provided however that:
: (iA) prior to and after giving effect to the aggregate amount increase, no Default or Event of all Additional Default shall have occurred hereunder and be continuing, (B) no such increase shall cause the Aggregate Commitments shall not to exceed $200,000,000;
2,000,000,000, (iiC) any no Lender’s Commitment shall be increased without such Lender’s consent, and (D) such increase shall be evidenced by a commitment increase agreement in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments form and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date substance reasonably acceptable to the Administrative Agent and (y) executed by the identity of Borrower, the Persons (each of Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall be an Eligible Assignee (for this purpose treating a Lender indicate the amount and allocation of Additional Commitments as if it were an assignee)) whom such increase in the Borrower proposes would provide the Additional Aggregate Commitments and the portion effective date of such increase (the “Increase Effective Date”). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the Administrative Agent of the Additional Commitment applicable commitment increase agreement shall be a “Revolving Lender” and a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrower shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to be provided by Section 2.16) to the extent necessary to keep the outstanding Loans of each Revolving Lender ratable with such Person. Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section.
(ii) As a condition precedent to the effectiveness of any Additional Commitmentseach increase pursuant to Section 2.01(c)(i) above, the Borrower shall deliver to the Administrative Agent Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent:
(A) a certificate dated as of the Additional Commitments Increase Effective Date Date, signed by a Responsible Officer of the Borrower certifying that each of the conditions to such increase set forth in this Section 4.02(a2.01(c) shall have occurred and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date been complied with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Datethat, the Lenders before and after giving effect to such Additional Commitments shall make such Loans increase, (1) the representations and warranties (other than Added L/C Representations) contained in accordance with Section 2.01.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents are true and correct in all material respects on and as may be necessary or appropriateof the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (2) no Default or Event of Default exists and is continuing;
(B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the reasonable Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is validly existing and in good standing in its jurisdiction of organization; and
(C) a favorable customary opinion of counsel to the Borrower, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the Borrower, to effect the provisions of this Section 2.14Administrative Agent or such Lenders.
(diii) This Section 2.14 The Borrower shall supersede have the option, by agreement with any provisions in Section 2.13 Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or Section 10.01 cease to be an Issuing Bank under this Agreement and (B) increase or decrease the contraryLetter of Credit Commitment of any Lender as an Issuing Bank.
Appears in 1 contract
Increase in Commitments. (a) The Borrower may shall have the right at any time and from time to time after the Closing Date and prior to the date that is thirty (30) days prior to the Facility Termination Date to increase the Aggregate Commitment (each such proposed increase being a “Commitment Increase”), either by written notice to having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an “Assuming Lender”), in each case with the approval of the Administrative Agent elect (such approval not to seek commitments be unreasonably withheld), which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such increase is to be effective (the “Additional CommitmentsCommitment Increase Date”), which shall be a Business Day at least three (3) to increase the CommitmentsBusiness Days after delivery of such notice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the sole discretion of each Lender; provided further that:
: (i) any such request for a Commitment Increase shall be in a minimum amount of $25,000,000 or a higher integral multiple of $1,000,000; (ii) immediately after giving effect to any Commitment Increase, the Aggregate Commitment shall not exceed $450,000,000 and the aggregate amount of all Additional Commitments Commitment Increases shall not exceed $200,000,000;
(ii) any such increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof150,000,000; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional sum of the increases in Commitments of the Increasing Lenders and the new Commitments of the Assuming Lenders shall be on not exceed the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Daterequested Commitment Increase; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender Default or Unmatured Default shall have occurred and be continuing on the applicable Commitment Increase Date or shall result from any Commitment Increase; and (v) the representations and warranties contained in Article 5 (other than in Section 5.5) shall be required true on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to provide any Additional Commitmentshave been made as of a specified date, as of such specific date).
(b) Each such notice Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall specify become effective as of the Commitment Increase Date; provided that: (xi) the date (each, Administrative Agent shall have received on or prior to 10:00 a.m. on such Commitment Increase Date a certificate of an “Additional Commitments Effective Date”Authorized Officer stating that each of the applicable conditions to such Commitment Increase set forth in Section 2.20(a) on which has been satisfied and attaching the resolutions adopted by the Borrower proposes that approving or consenting to such Commitment Increase; (ii) with respect to each Assuming Lender, the Additional Commitments Administrative Agent shall be effectivehave received, which on or prior to 10:00 a.m. on such Commitment Increase Date, a Joinder Agreement among the Assuming Lender, the Borrower and the Administrative Agent; and (iii) each Increasing Lender shall be a date reasonably acceptable have delivered to the Administrative Agent, on or prior to 10:00 a.m. on such Commitment Increase Date, confirmation in writing satisfactory to the Administrative Agent and (y) the identity as to its increased Commitment, with a copy of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent confirmation to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01Borrower.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by On each Additional Commitment Lender providing Increase Date upon such time as the Additional Commitments (applicable conditions set forth in Sections 2.20(a) and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.2.20
Appears in 1 contract
Samples: Credit Agreement (Idacorp Inc)
Increase in Commitments. (a) The Borrower may on one occasion at any time not later than three months prior to the Maturity Date, by written notice to the Administrative Agent elect (which shall promptly deliver a copy to seek commitments each of the Lenders), request that the total Commitments be increased by an amount that will not result in the total Commitments under this Agreement exceeding $400,000,000 minus the amount of any reduction of the Commitments pursuant to Section 2.09. Such notice shall set forth the amount of the requested increase in the total Commitments and the date on which such increase is requested to become effective (which shall be not less than 30 days or more than 60 days after the date of such notice), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to the Borrower and the Administrative Agent given not more than 30 days after the date of the Borrower’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Additional CommitmentsIncreasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 30 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the Commitments; provided event that:
(i) , on the 30th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount of all Additional less than the increase in the total Commitments shall not exceed $200,000,000;
requested by the Borrower, the Administrative Agent may arrange for one or more banks or other financial institutions (ii) any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase shall be their existing Commitments in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereofequal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Borrower and the Administrative Agent (which approvals shall not be unreasonably withheld) and each Augmenting Lender shall execute all such amount may be less than $10,000,000 if documentation as the Administrative Agent shall specify to evidence its Commitment and its status as a Lender hereunder. Increases and new Commitments created pursuant to this clause (a) shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of this paragraph. Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) shall become effective under this paragraph unless, (i) on the date of such amount represents all remaining availability under increase, the limit representations and warranties of the Borrower set forth in this Agreement shall be true and correct and no Default shall have occurred and be continuing, and the preceding clause Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (i);
ii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Effective Date under clauses (c) and (d) of Section 4.01 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase and (iii) the Additional Commitments following any such increase pursuant to this Section, no Lender shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate Commitment representing more than 30% of the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional total Commitments.
(b) Each such notice shall specify (x) On the effective date (each, an the “Additional Commitments Increase Effective Date”) of any increase in the total Commitments pursuant to Section 2.05(a) (the “Commitment Increase”), (i) the aggregate principal amount of the Loans outstanding (the “Initial Loans”) immediately prior to giving effect to the Commitment Increase on which the Borrower proposes that the Additional Commitments Increase Effective Date shall be effectivedeemed to be paid, which (ii) each Increasing Lender and each Augmenting Lender that shall be have been a date reasonably acceptable Lender prior to the Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the difference between (A) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings and (yB) the identity product of (1) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Persons Initial Loans, (iii) each of which Augmenting Lender that shall be an Eligible Assignee (for this purpose treating not have been a Lender prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of Additional Commitments as if it were an assignee)(1) whom such Augmenting Lender’s Applicable Percentage (calculated after giving effect to the Borrower proposes would provide Commitment Increase) multiplied by (2) the Additional Commitments amount of the Subsequent Borrowings, and (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Non-Increasing Lender the portion of such funds that is equal to the Additional difference between (A) the product of (1) such Non-Increasing Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, and (B) the product of (1) such Non-Increasing Lender’s Applicable Percentage (calculated after giving effect to be provided the Commitment Increase) multiplied by each such Person. As a condition precedent to (2) the amount of the Subsequent Borrowings, (v) after the effectiveness of any Additional Commitmentsthe Commitment Increase, the Borrower shall deliver be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent a certificate dated as in accordance with Section 2.03, (vi) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Applicable Percentage of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and each Subsequent Borrowing (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders calculated after giving effect to such Additional Commitments the Commitment Increase) and (vii) the Borrower shall make such Loans pay each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (i) above in accordance with Section 2.01.
(c) The Additional Commitments respect of each Eurodollar Loan shall be documented subject to indemnification by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments Borrower pursuant to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.142.16 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
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Increase in Commitments. (a) The Borrower may shall have the right, at any time prior to the date that is thirty (30) prior to the Extended Commitment Termination Date by written notice to and in consultation with the Administrative Agent, to request an increase in the aggregate Revolver Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof, provided that (i) any such request for a Commitment Increase shall be in a minimum amount of $10,000,000, or such lesser amount as the Administrative Agent elect may reasonably agree, (ii) immediately after giving effect to seek commitments (“Additional Commitments”) to increase the Commitments; provided that:
(i) any Commitment Increase, the aggregate amount of all Additional Revolver Commitments shall not exceed $200,000,000;
1,380,000,0001,665,000,000 (iithe “Maximum Revolver Commitment”), and (iii) no Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date or shall result from any Commitment Increase. No consent of any Lender to such Commitment Increase shall be required. Such notice from the Borrower shall specify the requested amount of the Commitment Increase. No Lender shall have any obligation to become an Increasing Lender and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender. Other than fees payable under any letter agreement with the Administrative Agent or under any other letter agreement with a Lender acting as an arranger approved by the Administrative Agent, which shall be paid in accordance with their terms, any fees paid by the Borrower for a Commitment Increase to an Increasing Lender, an Additional Lender, the Administrative Agent or any Lender, as arranger, shall be for their own account and shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 amount, if any, mutually agreed upon by each such party and the Borrower, in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitmentseach party’s sole discretion.
(b) Each such notice shall specify Additional Lender must qualify as an Eligible Assignee (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, selection of which shall include the prior approval, not to be a date reasonably acceptable to unreasonably withheld, conditioned or delayed, of the Administrative Agent and (y) the identity of the Persons (Issuing Bank). The Borrower and each of which Additional Lender shall be an Eligible Assignee (for this purpose treating execute a Lender of Additional Commitments as if it were an assignee)) whom joinder agreement, and the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each Lender shall execute all such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to other documentation as the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.
(c) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified Borrowers may reasonably require, all in the definition of Additional Credit Extension Amendment but no other existing Lender), form and the Additional Credit Extension Amendment may provide for such amendments substance reasonably satisfactory to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to evidence the Revolver Commitment adjustments referred to in Section 2.14(e); provided that the failure of any Lender that is not an Additional Lender or an Increasing Lender to execute any such documentation shall not impair the ability of the Additional Lenders, the Increasing Lenders and the Borrower to effect the provisions of a Commitment Increase pursuant to this Section 2.14.
(c) If the aggregate Revolver Commitments are increased in accordance with this Section 2.14, the Borrower (in consultation with the Administrative Agent), Increasing Lender(s) (if any) and Additional Lender(s) (if any) shall agree upon the 97 767077577.9 effective date (the “Commitment Increase Date,” which shall be a Business Day not less than thirty (30) days prior to the Extended Commitment Termination Date). The Administrative Agent shall promptly notify the Lenders of such increase and the Commitment Increase Date.
(d) This Notwithstanding anything set forth in this Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary, the Borrower shall not incur any Revolver Advances pursuant to any Commitment Increase (and no Commitment Increase shall be effective) unless the conditions set forth in Section 2.14(a)(i) through (iii) as well as the following conditions precedent are satisfied on the applicable Commitment Increase Date:
(i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent:
(A) a supplement to this Agreement signed by the Administrative Agent and each other Lender committing to the Commitment Increase and, all other documentation required by the Administrative Agent pursuant to Section 2.14(b); and
(B) a certificate of the chief financial officer or another Responsible Officer of the Borrower, certifying that (x) as of the Commitment Increase Date, all representations and warranties of the Borrower and the Guarantors contained in this Agreement and the other Loan Documents are true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject a materiality qualifier, true and correct in all respects) (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct in all material respects (or, in the case of any portion of any representations and warranties already subject to a materiality qualifier, true and correct in all respects) as of such date), and (y) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to such Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof).
(ii) In the case of any Borrowing of Revolver Advances in connection with such Commitment Increase for the purpose of funding an Acquisition, the applicable conditions set forth in this Agreement with respect to Acquisitions shall have been satisfied.
(e) On the Commitment Increase Date, (i) the aggregate principal outstanding amount of the Revolver Advances (the “Initial Advances”) immediately prior to giving 98 767077577.9 effect to the Commitment Increase shall be deemed to be repaid, (ii) immediately after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings of Revolver Advances (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Advances and of the types and for the Interest Periods specified in a Notice of Borrowing delivered to the Administrative Agent in accordance with Section 2.01, (iii) each Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender’s pro rata percentage (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (z) such Lender’s pro rata percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds equal to the difference, if positive, between (y) such Lender’s pro rata percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances and (z) such Lender’s pro rata percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) the Lenders shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Revolver Commitments (calculated after giving effect to the Commitment Increase), (vi) the Borrower shall pay all accrued but unpaid interest on the Initial Advances to the Lenders entitled thereto, and (vii) Schedule 2.01 shall be deemed amended to reflect the Revolver Commitments of all Lenders after giving effect to the Commitment Increase. The deemed payments made pursuant to clause (i) above in respect of each Tranche Term Benchmark Advance shall be subject to indemnification by the Borrower pursuant to the provisions of Section 8.05 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto. Concurrently with any Subsequent Borrowings hereunder, the Lenders shall be deemed to have adjusted their participation interests in any outstanding Letters of Credit so that such interests are held ratably in accordance with their commitments after giving effect to any Commitment Increase.
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Increase in Commitments. (a) The Borrower may at any time and from time to time after the termination of the Limitation Period, by written notice to the Administrative Agent elect to seek commitments (“Additional Commitments”) to increase the Commitments; provided that:
(i) the aggregate amount of all Additional Commitments which shall not exceed $200,000,000;
(ii) any such increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i);
(iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior promptly deliver a copy to the Additional Commitments Effective Date; provided that (xBanks) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and
(iv) no existing Lender shall be required to provide any Additional Commitments.
(b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed executed by a Responsible Officer of the Borrower certifying and one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Bank”), which may include any Bank, cause the Commitments of the Increasing Banks to be increased (or cause the Increasing Banks to extend new Commitments) in an amount for each Increasing Bank (which shall not be less than $10,000,000) set forth in such notice, provided that (i) no Bank shall have any obligation to increase its Commitment pursuant to this paragraph, (ii) all new Commitments and increases in existing Commitments becoming effective under this paragraph during the conditions term of this Agreement shall not exceed $200,000,000 in Section 4.02(athe aggregate, (iii) each Increasing Bank, if not already a Bank hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (biv) are satisfiedeach Increasing Bank, if not already a Bank hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). The New Commitments and increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this Section 2.17. Upon the effectiveness of any Accession Agreement to which any Increasing Bank is a party, such Increasing Bank shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Bank hereunder and subject to all obligations of a Bank hereunder. Notwithstanding the foregoing, no increase in the Total Commitments (or in the Commitment of any Bank) pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered under Section 3.01(a)(ii) through (v), giving effect to such increase, (ii) on the effective date of such increase, the representations and warranties of the Borrower and the Guarantors set forth in this Agreement shall be true and correct in all material respects and no Default shall have occurred and be continuing or would result therefrom, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (iii) (x) upon the reasonable request of any Bank made at least five (5) days prior to the effectiveness of any Accession Agreement, the Borrower shall prepay have provided to such Bank, and such Bank shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three (3) Business Days prior to the effectiveness of any Loans outstanding on Accession Agreement and (y) at least three (3) Business Days prior to the Additional effectiveness of any Accession Agreement, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Bank that so requests, a Beneficial Ownership Certification in relation to such Loan Party. On the effective date of any increase in the Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to this Section 3.05) 2.17, to the extent necessary to keep the there are outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective DateAdvances, the Lenders parties hereto shall implement such arrangements as may be agreed upon by the Borrower and the Administrative Agent to ensure that the proportion between the Banks’ outstanding Advances, after giving effect to such Additional Commitments shall make increase, and their respective Commitments, after giving effect to such Loans in accordance with Section 2.01.
(c) The Additional Commitments shall increase, will be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender)re-established, and the Additional Credit Extension Amendment may provide for effectiveness of such amendments to this Agreement and increase shall be conditioned on the other Loan Documents as may be necessary or appropriate, in the reasonable opinion implementation of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14.
(d) such arrangements. This Section 2.14 2.17 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.
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