Increase in Maximum Credit. (a) Administrative Borrower may, at any time, deliver a written request to Agent to increase the Maximum Credit. Any such written request shall specify the amount of the requested increase in the Maximum Credit that Administrative Borrower is requesting, provided, that, (i) in no event shall the aggregate amount of any increase in the Maximum Credit cause the Maximum Credit to exceed $200,000,000, (ii) any such request for an increase shall be for an increase of not less than $10,000,000, (iii) any such request shall be irrevocable, and (iv) in no event shall more than two such written requests be delivered to Agent in any calendar year. (b) Upon the receipt by Agent of a written request to increase the Maximum Credit, Agent shall notify each of the Lenders of such request and each Lender shall have the option (but not the obligation) to increase the amount of its Commitment by an amount up to its Pro Rata Share of the amount of the increase in the Maximum Credit requested by Administrative Borrower as set forth in the notice from Agent to such Lender. Each Lender shall notify Agent within thirty (30) days after the receipt of such notice of a request for such increase from Agent whether it is willing to so increase its Commitment, and if so, the amount of such increase; provided, that, no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender. If the aggregate amount of the increases in the Commitments received from the Lenders does not equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower, Agent may seek additional increases from Lenders or Commitments from such Eligible Transferees as it may determine, after consultation with Administrative Borrower. In the event Lenders (or Lenders and any such Eligible Transferees, as the case may be) have committed in writing to provide increases in their Commitments or new Commitments in an aggregate amount in excess of the increase in the Maximum Credit requested by Borrowers or permitted hereunder, Agent shall then have the right to allocate such commitments, first to Lenders and then to Eligible Transferees, in such amounts and manner as Agent may determine, after consultation with Administrative Borrower. (c) In the event of a request to increase the Maximum Credit, the Maximum Credit shall be increased by the amount of the increase in Commitments from Lenders or new Commitments from Eligible Transferees, in each case selected in accordance with Section 2.3(b), for which Agent has received Assignment and Acceptances (or other agreements acceptable to Agent) sixty (60) days after the date of the request by Administrative Borrower for the increase or such earlier date as Agent and Administrative Borrower may agree (but subject to the satisfaction of the conditions set forth below), whether or not the aggregate amount of the increase in Commitments and new Commitments, as the case may be, equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower in accordance with the terms hereof, effective on the date that each of the following conditions have been satisfied: (i) Agent shall have received from each Lender or Eligible Transferee that is providing an additional Commitment as part of the increase in the Maximum Credit, an Assignment and Acceptance (or another agreement acceptable to Agent) duly executed by such Lender or Eligible Transferee and Administrative Borrower; (ii) the conditions precedent to the making of Revolving Loans set forth in Section 4.2 hereof shall be satisfied as of the date of the increase in the Maximum Credit, both before and after giving effect to such increase; (iii) Agent shall have received such agreements, documents and instruments (including legal opinions) as Agent may request, in form and substance reasonably satisfactory to Agent; (iv) such increase in the Maximum Credit on the date of the effectiveness thereof shall not violate any applicable law, regulation or order or decree of any court or other Governmental Authority and shall not be enjoined, temporarily, preliminarily or permanently; (v) there shall have been paid to each Lender and Eligible Transferee providing an additional Commitment in connection with such increase in the Maximum Credit all fees (including any additional commitment fees) due and payable to such Person on or before the effectiveness of such increase; and (vi) there shall have been paid to Agent all costs and expenses (including reasonable fees and expenses of counsel) due and payable to Agent pursuant to any of the Financing Agreements on or before the effectiveness of such increase. (d) As of the effective date of any such increase in the Maximum Credit, each reference to the term Maximum Credit and Commitments herein and in any of the other Financing Agreements shall be deemed amended to mean the amount of the Maximum Credit and Commitments specified in the most recent written notice from Agent to Administrative Borrower of the increase in the Maximum Credit and Commitments.
Appears in 2 contracts
Samples: Loan and Security Agreement (Travelcenters of America LLC), Loan and Security Agreement (Travelcenters of America LLC)
Increase in Maximum Credit. (a) Administrative Borrower may, at any time, deliver a written request to Agent to increase the Maximum Credit. Any such written request shall specify the amount of the requested increase in the Maximum Credit that Administrative Borrower is requesting, provided, that, (i) in no event shall the aggregate amount of any increase in the Maximum Credit cause the Maximum Credit to exceed $200,000,000255,000,000, (ii) any such request for an increase shall be for an increase of not less than $10,000,00025,000,000, (iii) any such request shall be irrevocable, and (iv) in no event shall there be more than two (2) such written requests be delivered to Agent in any calendar yearincreases during the term of this Agreement.
(b) Upon the receipt by Agent of a written request to increase the Maximum Credit, Agent shall notify each of the Lenders of such request and each Lender shall have the option (but not the obligation) to increase the amount of its Commitment by an amount up to its Pro Rata Share of the amount of the increase in the Maximum Credit requested by Administrative Borrower as set forth in the notice from Agent to such Lender. Each Lender shall notify Agent within thirty fifteen (3015) days after the receipt of such notice of a request for such increase from Agent whether it is willing to so increase its Commitment, and if so, the amount of such increase; provided, that, no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender. If the aggregate amount of the increases in the Commitments received from the Lenders does not equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower, Agent may seek additional increases from Lenders or Commitments from such Eligible Transferees as it may determine, after consultation with Administrative Borrower. In the event Lenders (or Lenders and any such Eligible Transferees, as the case may be) have committed in writing to provide increases in their Commitments or new Commitments in an aggregate amount in excess of the increase in the Maximum Credit requested by Borrowers or permitted hereunder, Agent shall then have the right to allocate such commitmentsCommitments, first to Lenders and then to Eligible Transferees, in such amounts (not to exceed the aggregate increase in Commitments requested by Borrowers) and in such manner as Agent may determine, after consultation with Administrative Borrower.
(c) In the event of a request to increase the Maximum Credit, the Maximum Credit shall be increased by the amount of the increase in Commitments from Lenders or new Commitments from Eligible Transferees, in each case selected in accordance with Section 2.3(b), for which Agent has received Assignment and Acceptances (or other agreements acceptable to Agent) sixty thirty (6030) days after the date of the request by Administrative Borrower for the increase or such earlier date as Agent and Administrative Borrower may agree (but subject to the satisfaction of the conditions set forth below), whether or not the aggregate amount of the increase in Commitments and new Commitments, as the case may be, equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower in accordance with the terms hereof, effective on the date that each of the following conditions have has been satisfied:
(i) Agent shall have received from each Lender or Eligible Transferee that is providing an additional Commitment as part of the increase in the Maximum Credit, an Assignment and Acceptance (or another agreement acceptable to Agent) duly executed by such Lender or Eligible Transferee and Administrative Borrower;
(ii) the conditions precedent to the making of Revolving Loans set forth in Section 4.2 hereof shall be satisfied as of the date of the increase in the Maximum Credit, both before and after giving effect to such increase;
(iii) Agent shall have received (A) a duly executed amendment to this Agreement reflecting the applicable increase in the Commitments, the addition of any new Lenders and any new Commitments, (B) resolutions and certificates from each Obligor authorizing the same, (C) legal opinions from Obligors’ counsel regarding the non-violation of the Indenture and other Material Contracts as a result of such increase in the Maximum Credit and the Indebtedness incurred in connection therewith, and (D) such other agreements, documents and instruments (including legal opinions) as Agent may reasonably request, in each case in form and substance reasonably satisfactory to Agent;
(iv) such increase in the Maximum Credit on the date of the effectiveness thereof shall not violate any applicable law, regulation or order or decree of any court or other Governmental Authority and shall not be enjoined, temporarily, preliminarily or permanently;
(v) there shall have been paid to each Lender and Eligible Transferee providing an additional Commitment in connection with such increase in the Maximum Credit all fees (including any additional commitment fees) due and payable to such Person on or before the effectiveness of such increase; and
(viv) there shall have been paid to Agent all costs and expenses (including reasonable fees and expenses of counsel) due and payable to Agent pursuant to any of the Financing Agreements on or before the effectiveness of such increase.
(d) As of the effective date of any such increase in the Maximum Credit, each reference to the term Maximum Credit and Commitments herein and in any of the other Financing Agreements shall be deemed amended to mean the amount of the Maximum Credit and Commitments specified in the most recent written notice from Agent to Administrative Borrower of the increase in the Maximum Credit and Commitments.
Appears in 2 contracts
Samples: Loan and Security Agreement (Freedom Group, Inc.), Loan and Security Agreement (Freedom Group, Inc.)
Increase in Maximum Credit. (a) Administrative Borrower may, at any time and from time to time, deliver a written request to Agent to increase the Maximum Credit. Any such written request shall specify the amount of the requested increase in the Maximum Credit that Administrative Borrower is requesting, provided, that, (i) in no event shall the aggregate amount of any increase in the Maximum Credit cause the Maximum Credit to exceed $200,000,000300,000,000, (ii) any such request for an increase shall be for an increase of not less than $10,000,000, (iii) any such request shall be irrevocable, and (iv) in no event shall more than two (2) such written requests increases be delivered to Agent made in any calendar year.
(b) Upon the receipt by Agent of a written request to increase the Maximum Credit, Agent shall notify each of the Lenders of such request and each Lender (other than a Defaulting Lender) shall have the option (but not the obligation) to increase the amount of its Commitment by an amount up to its Pro Rata Share of the amount of the increase in the Maximum Credit requested by Administrative Borrower as set forth in the notice from Agent to such Lender. Each Lender shall notify Agent within thirty (30) days (or such shorter period as Agent and Administrative Borrower shall specify and agree) after the receipt of such notice of a request for such increase from Agent whether it is willing to so increase its Commitment, and if so, the amount of such increase; provided, that, no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender. If the aggregate amount of the increases in the Commitments received from the Lenders does not equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower, Agent and Administrative Borrower may seek additional increases from Lenders or Commitments from such Eligible Transferees as it they may determine, after consultation with Administrative Borrower. In the event Lenders (or Lenders and any such Eligible Transferees, as the case may be) have committed in writing to provide increases in their Commitments or new Commitments in an aggregate amount in excess of the increase in the Maximum Credit requested by Borrowers or permitted hereunder, Agent and Administrative Borrower shall then have the right to allocate such commitments, first to Lenders and then to Eligible Transferees, in such amounts and manner as Agent and Administrative Borrower may determine, after consultation with Administrative Borrower.
(c) In the event of a request to increase the Maximum Credit, the Maximum Credit shall be increased by the amount of the increase in Commitments from Lenders or new Commitments from Eligible Transferees, in each case selected in accordance with Section 2.3(b), for which Agent has received Assignment and Acceptances (or other agreements acceptable to AgentAgent and Administrative Borrower) within sixty (60) days after the date of the request by Administrative Borrower for the increase or such earlier date as Agent and Administrative Borrower may agree (but subject to the satisfaction of the conditions set forth below), whether or not the aggregate amount of the increase in Commitments and new Commitments, as the case may be, equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower in accordance with the terms hereof, effective on the date that each of the following conditions have been satisfied:
(i) Agent shall have received from each Lender or Eligible Transferee that is providing an additional Commitment as part of the increase in the Maximum Credit, an Assignment and Acceptance (or another agreement acceptable to AgentAgent and Administrative Borrower) duly executed by such Lender or Eligible Transferee and Administrative Borrower;
(ii) the conditions precedent to the making of Revolving Loans set forth in Section 4.2 hereof shall be satisfied as of the date of the increase in the Maximum Credit, both before and after giving effect to such increase;
(iii) Agent shall have received such agreements, documents and instruments (including legal opinions) as Agent may reasonably request, in form and substance reasonably satisfactory to Agent;
(iv) such increase in the Maximum Credit on the date of the effectiveness thereof shall not violate any applicable law, regulation or order or decree of any court or other Governmental Authority and shall not be enjoined, temporarily, preliminarily or permanently;
(v) there shall have been paid to each Lender and Eligible Transferee providing an additional Commitment in connection with such increase in the Maximum Credit all fees (including any additional commitment fees) due and payable to such Person on or before the effectiveness of such increase; and
(vi) there shall have been paid to Agent all costs and expenses (including reasonable fees and expenses of counsel) due and payable to Agent pursuant to any of the Financing Agreements on or before the effectiveness of such increase.
(d) As of the effective date of any such increase in the Maximum Credit, each reference to the term Maximum Credit and Commitments herein and in any of the other Financing Agreements shall be deemed amended to mean the amount of the Maximum Credit and Commitments specified in the most recent written notice from Agent to Administrative Borrower of the increase in the Maximum Credit and Commitments.
(e) Borrowers shall, in coordination with Agent, prepay certain Revolving Loans outstanding on the effective date of such increase and incur additional Loans from certain other Lenders with outstanding Revolving Loans or Commitments, in each case to the extent necessary so that all Lenders with Commitments participate in each outstanding borrowing hereunder pro rata on the basis of their respective Commitments (after giving effect to any increase in the Maximum Credit and Commitments pursuant to this Section 2.3). At the time of any increase in the Maximum Credit and Commitments pursuant to this Section 2.3, the Pro Rata Shares of the Lenders shall be automatically adjusted based upon their Commitments after giving effect to such increase in the Maximum Credit and Commitments so that all Lenders shall share in all liabilities with respect to Letters of Credit and outstandings pursuant thereto in accordance with their revised Pro Rata Shares. Upon the effectiveness of any increase in the Maximum Credit and Commitments under this Section 2.3, Administrative Borrower and Agent may (without the consent of any Lender) amend this Agreement to the extent (but only to the extent) necessary to reflect such increase in the Maximum Credit and Commitments.
(f) This Section 2.3 shall supersede any provisions in Sections 6.8 and 11.3 hereof to the contrary.
Appears in 1 contract
Samples: Loan and Security Agreement (Travelcenters of America LLC)
Increase in Maximum Credit. (ai) Administrative Borrower may, at any timetime that a Triggering Event does not exist, deliver a written request to Agent to increase the Maximum Credit. Any such written request shall specify the amount of the requested increase in the Maximum Credit that Administrative Borrower is Borrowers are requesting, ; provided, that, (iA) in no event shall the aggregate amount of any such increase in the Maximum Credit cause the Maximum Credit to exceed $200,000,000600,000,000, (iiB) any such request for an increase shall be for an increase of not less than $10,000,00050,000,000, (iiiC) any such request shall be irrevocable, and (ivD) in no event shall the Maximum Credit be increased more than two such written requests be delivered to Agent in any calendar yearfour (4) times during the term hereof.
(bii) Upon the receipt by Agent of a any such written request to increase the Maximum Creditrequest, Agent shall notify each of the Lenders Lender of such request and each Lender shall have the option (but not the obligation) to increase the amount of its Commitment by an amount up to its Pro Rata Share of the amount of the increase in the Maximum Credit requested by Administrative Borrower as set forth in the notice from Agent to such Lender. Each Lender shall notify Agent within thirty fifteen (3015) days Business Days after the receipt of such notice of a request for such increase from Agent whether it is willing to so increase its Commitment, and if so, the amount of such increase; provided, that, (A) the minimum increase in the Commitments of each existing Lender providing the additional Commitments shall equal or exceed $1,000,000, and the minimum Commitment of any lender not yet a Lender hereunder shall be $10,000,000, and (B) no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender. If the aggregate amount of the increases in the Commitments received from the Lenders does not equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower, Agent may seek additional increases from Lenders or Commitments from such Eligible Transferees as it may determine, after consultation with Administrative Borrower. In the event Lenders (or Lenders and any such Eligible Transferees, as the case may be) have committed in writing to provide increases in their Commitments or new Commitments in an aggregate amount in excess of the increase in the Maximum Credit requested by Borrowers or permitted hereunder, Agent shall then have the right to allocate such commitments, first to Lenders and then to Eligible Transferees, in such amounts and manner as Agent may determine, after consultation with Administrative BorrowerBorrower and such excess amount or a portion thereof may be added to the increase in the Maximum Credit if Administrative Borrower so elects, subject to the revised approval of each Lender then committed to provide an increase in its Commitment.
(ciii) In the event of a request to increase the Maximum Credit, the The Maximum Credit shall be increased by the amount of the increase in Commitments from Lenders or new Commitments from Eligible Transferees, in each case selected in accordance with Section 2.3(b)2.4(c)(ii) above, for which Agent has received Assignment and Acceptances thirty (or other agreements acceptable to Agent) sixty (6030) days after the date of the request by Administrative Borrower for the increase or such earlier date as Agent and Administrative Borrower may agree (but subject to the satisfaction of the conditions set forth below), whether or not the aggregate amount of the increase in Commitments and new Commitments, as the case may be, equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower in accordance with the terms hereof, effective on the date that each of the following conditions have been satisfied:
(iA) Agent shall have received from each Lender or Eligible Transferee that is providing an additional Commitment as part of the increase in the Maximum Credit, an Assignment and Acceptance (or another agreement acceptable to Agent) duly executed by such Lender or Eligible Transferee and Administrative each Borrower;
(iiB) the conditions precedent to the making of Revolving Loans set forth in Section 4.2 hereof on Schedule 3.1 hereto (other than clauses (h) and (i) thereof) shall be satisfied as of the date of the increase in the Maximum Credit, both before and after giving effect to such increase;
(iiiC) Agent shall have received such agreements, documents and instruments (including legal opinions) as Agent may request, an opinion of counsel to Borrowers in form and substance and from counsel reasonably satisfactory to AgentAgent and Lenders addressing such matters as Agent may reasonably request (including an opinion as to no conflicts with other Indebtedness);
(ivD) such increase in the Maximum Credit on the date of the effectiveness thereof shall not violate any applicable law, regulation or order or decree of any court or other Governmental Authority and shall not be enjoined, temporarily, preliminarily or permanently;
(vE) there shall have been paid to each Lender and Eligible Transferee providing an additional Commitment in connection with such increase in the Maximum Credit all fees (including any additional commitment fees) and expenses due and payable to such Person on or before the effectiveness of such increase; and
(viF) there shall have been paid to Agent, for the account of the Agent and Lenders (in accordance with any agreement among them) all costs fees and expenses (including reasonable fees and expenses of counsel) due and payable to Agent pursuant to any of the Financing Agreements Loan Documents on or before the effectiveness of such increase.
(div) As of the effective date of any such increase in the Maximum Credit, each reference to the term Maximum Credit and Commitments herein herein, and in any of the other Financing Agreements Loan Documents shall be deemed amended to mean the amount of the Maximum Credit and Commitments specified in the most recent written notice from Agent to Administrative Borrower of the increase in the Maximum Credit.
(v) As of the effective date of any such increase in the Maximum Credit, (A) each reference to the term Maximum Credit herein, and Commitmentsin any of the other Loan Documents shall be deemed amended to mean the amount of the Maximum Credit specified in the most recent written notice from Agent to Administrative Borrower of the increase in the Maximum Credit, (B) each reference to the term Availability herein, and in any of the other Loan Documents shall be deemed amended so that the ratio of the Availability to the Maximum Credit as so increased remains the same as prior to such increase, (C) the reference to “$7,500,000” in clause (f)(ii) of the definition of Borrowing Base (or such other amount as may be specified in such clause (f)(ii)) shall be adjusted to bear the same relationship to the Maximum Credit as increased as it had borne to the Maximum Credit prior to such increase, (D) the sublimit with respect to Swingline Loans shall be deemed automatically increased so that the ratio of the amount of Swingline Loans to the Maximum Credit remains the same as prior to such increase, (E) the amount of the Special Reserve shall be deemed automatically increased so that the ratio of the amount of the Special Reserve to the Maximum Credit as so increased remains the same as prior to such increase, and (F) Borrowers shall have the option to request an increase in the sublimit applicable to Letters of Credit to such amount as may be agreed with Co-Collateral Agents.
Appears in 1 contract
Increase in Maximum Credit. (a) Administrative Borrower Agent may, at any time, deliver a written request to Administrative Agent to increase the Maximum Credit. Any such written request shall specify the amount of the requested increase in the Maximum Credit that Administrative Borrower is Borrowers are requesting, provided, that, (i) in no event shall the aggregate amount of any such increase in the Maximum Credit cause the Maximum Credit to exceed $200,000,000100,000,000, (ii) any such request for an increase shall be for an increase of not less than $10,000,0005,000,000, (iii) any such request shall be irrevocable, and (iv) in no event shall there be more than two one such written requests be delivered to Agent increase in any calendar yearquarter and (v) no Default or Event of Default shall exist or have occurred and be continuing.
(b) Upon the receipt by Administrative Agent of a any such written request to increase the Maximum Creditrequest, Administrative Agent shall notify each of the Lenders of such request and each Lender shall have the option (but not the obligation) to increase the amount of its Commitment by an amount up to its Pro Rata Share of the amount of the increase in the Maximum Credit thereof requested by Administrative Borrower Agent as set forth in the notice from Administrative Agent to such Lender. Each Lender shall notify Administrative Agent within thirty fifteen (3015) days after the receipt of such notice of a request for such increase from Administrative Agent whether it is willing to so increase its Commitment, and if so, the amount of such increase; provided, that, (i) the minimum increase in the Commitments of each such Lender providing the additional Commitments shall equal or exceed $1,000,000, and (ii) no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender. If the aggregate amount of the increases in the Commitments received from the Lenders does not equal or exceed the amount of the increase in the Maximum Credit requested by Administrative BorrowerBorrower Agent, Borrower Agent may seek additional increases from Lenders or Commitments from such Eligible Transferees as it may determine, after consultation with Administrative BorrowerAgent. In the event Lenders (or Lenders and any such Eligible Transferees, as the case may be) have committed in writing to provide increases in their Commitments or new Commitments in an aggregate amount in excess of the increase in the Maximum Credit requested by Borrowers or permitted hereunder, Administrative Agent shall then have the right to allocate such commitments, first to Lenders and then to Eligible Transferees, in such amounts and manner as Administrative Agent may determine, after consultation with Administrative BorrowerBorrower Agent.
(c) In the event of a request to increase the Maximum Credit, the The Maximum Credit shall be increased by the amount of the increase in the applicable Commitments from Lenders or new Commitments from Eligible Transferees, in each case selected in accordance with Section 2.3(b)2.5(b) above, for which Administrative Agent has received Assignment and Acceptances a joinder agreement to this Agreement thirty (or other agreements acceptable to Agent) sixty (6030) days after the date of the request by Administrative Borrower Agent for the increase or such earlier date as Administrative Agent and Administrative Borrower Agent may agree (but subject to the reasonable satisfaction of the conditions set forth below), whether or not the aggregate amount of the increase in Commitments and new Commitments, as the case may be, equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower Agent in accordance with the terms hereof, effective on the date that each of the following conditions have been satisfied:
(i) Administrative Agent shall have received from each Lender or Eligible Transferee that is providing an additional Commitment as part of the increase in the Maximum Credit, an Assignment and Acceptance (or another a joinder agreement acceptable to Agent) this Agreement duly executed by such Lender or Eligible Transferee and Administrative each Borrower, provided, that, the aggregate Commitments set forth in such joinder agreement shall be not less than $1,000,000;
(ii) the conditions precedent to the making of Revolving Loans set forth in Section 4.2 hereof shall be satisfied as of the date of the increase in the Maximum Credit, both before and after giving effect to such increase;
(iii) Agent shall have received such agreements, documents and instruments (including legal opinions) as Agent may request, in form and substance reasonably satisfactory to Agent;
(iv) such increase in the Maximum Credit Credit, on the date of the effectiveness thereof thereof, shall not violate any applicable law, regulation or order or decree of any court or other Governmental Authority and shall not be enjoined, temporarily, preliminarily or permanently;
(viv) there shall have been paid to each Lender and Eligible Transferee providing an additional Commitment in connection with such increase in the Maximum Credit all fees (including any additional commitment fees) and expenses due and payable to such Person on or before the effectiveness of such increase;
(v) Administrative Agent shall have received a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such increase in the Maximum Credit, the Fixed Charge Coverage Ratio for Parent and its Subsidiaries is equal to or greater than 1.0 to 1.0 as of the most recent fiscal month end for which Borrowers have delivered financial statements pursuant to Section 9.6 hereof; and
(vi) there to the extent reasonably necessary to maintain the continuing priority of the Lien of the Mortgages as security for the Obligations, as determined by the Administrative Agent in its reasonable discretion, and in each case, in accordance with the reasonable and customary procedures of the applicable jurisdiction in which the Mortgaged Properties shall be located, (A) the applicable Borrower or Guarantor party to any Mortgages shall have been paid entered into, and delivered to the Administrative Agent all costs and expenses (including the Collateral Agent, at the direction and in the reasonable fees and expenses of counsel) due and payable to Agent pursuant to any discretion of the Financing Agreements on Administrative Agent a mortgage modification or before new Mortgage in proper form for recording in the effectiveness relevant jurisdiction and in a form reasonably satisfactory to the Administrative Agent and the Collateral Agent, (y) the Borrowers shall have caused to be delivered to the Administrative Agent for the benefit of the Lenders an endorsement to the title insurance policy, date down(s) or equivalent coverage where such increaseendorsements or date down(s) are not available or other evidence reasonably satisfactory to the Administrative Agent insuring that the priority of the Lien of the Mortgages as security for the Obligations has not changed and confirming and/or insuring that since the issuance of the title insurance policy there has been no change in the condition of title and there are no intervening liens or encumbrances which may then or thereafter take priority over the Lien of the Mortgages (other than Permitted Liens) and (z) the Borrowers shall have delivered, at the request of the Administrative Agent, to the Administrative Agent, the Collateral Agent and/or all other relevant third parties all other items reasonably necessary to maintain the continuing priority of the Lien of the Mortgages as security for the Obligations.
(d) As of the effective date of any such increase in the Maximum Credit, each reference to the term Commitments and Maximum Credit and Commitments herein herein, as applicable, and in any of the other Financing Agreements shall be deemed amended to mean the amount of the Commitments and Maximum Credit and Commitments specified in the most recent written notice from Administrative Agent to Administrative Borrower Agent of the increase in the Commitments and Maximum Credit, as applicable.
(e) Effective on the date of each increase in the Maximum Credit pursuant to this Section 2.5, each reference in this Agreement to an amount of Excess Availability shall, automatically and Commitmentswithout any further action, be deemed to be increased so that the ratio of the amount of Excess Availability to the amount of the Maximum Credit after such increase in the Maximum Credit remains the same as the ratio of the amount of Excess Availability to the amount of the Maximum Credit prior to such increase in the Maximum Credit.
(f) Notwithstanding anything to the contrary contained in Section 13.3(a), each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower Agent, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of each increase in the Maximum Credit, (i) Revolving Loans made under such increase are included in each borrowing of outstanding Revolving Loans on a pro rata basis and (ii) the Lenders providing such increase share ratably in the aggregate outstanding amounts under the Credit Facility.
(g) Each of the parties hereto hereby agrees that, upon the effectiveness of any increase in the Maximum Credit, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of such increase, and the Administrative Agent, each applicable Lender providing such increase and the Borrower Agent may revise this Agreement to evidence such amendments.
Appears in 1 contract
Samples: Loan and Security Agreement (CPG International Inc.)
Increase in Maximum Credit. (a) Administrative Borrower may, at any timetime and from time to time (after the Tranche B Loan Limit has been reduced to zero and all Tranche B Loans have been paid in full), deliver a written request to Agent to increase the Tranche A Loan Limit, with a corresponding increase in the Maximum Credit. Any such written request shall specify the amount of the requested increase in the Maximum Credit Tranche A Loan Limit that Administrative Borrower is Borrowers are requesting, provided, that, (i) in no event shall the aggregate amount of any such increase in the Maximum Credit cause the Maximum Credit to exceed $200,000,000240,000,000, (ii) any such request for an increase shall be for an increase of not less than $10,000,000, (iii) any such request shall be irrevocable, and (iv) in no event shall there be more than two one such written requests be delivered to Agent increase in any calendar yearquarter. In no event shall any such increase cause the Maximum Credit to exceed any limitation on Indebtedness that is entitled to be senior in right of payment (priority of any lien securing such Indebtedness) to any Indebtedness under the terms of any agreement related to such Indebtedness.
(b) Upon the receipt by Agent of a any such written request to increase the Maximum Creditrequest, Agent shall notify each of the Lenders of such request and each Lender shall have the option (but not the obligation) to increase the amount of its Tranche A Commitment by an amount up to its Pro Rata Share of the amount of the increase in the Maximum Credit thereof requested by Administrative Borrower as set forth in the notice from Agent to such Lender. Each Lender shall notify Agent within thirty fifteen (3015) days after the receipt of such notice of a request for such increase from Agent whether it is willing to so increase its Commitment, and if so, the amount of such increase; provided, that, (i) the minimum increase in the Commitments of each such Lender providing the additional Commitments shall equal or exceed $1,000,000, and (ii) no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender. If the aggregate amount of the increases in the Commitments received from the Lenders does not equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower, Agent may seek additional increases from Lenders or Commitments from such Eligible Transferees as it may determine, after consultation with Administrative BorrowerBorrower and Sponsor. In the event Lenders (or Lenders and any such Eligible Transferees, as the case may be) have committed in writing to provide increases in their Commitments or new Commitments in an aggregate amount in excess of the increase in the Maximum Credit requested by Borrowers or permitted hereunder, Agent shall then have the right to allocate such commitments, first to Lenders and then to Eligible Transferees, in such amounts and manner as Agent may determine, after consultation with Administrative BorrowerBorrower and Sponsor.
(c) In the event of a request to increase the Maximum Credit, the Maximum Credit The Tranche A Loan Limit shall be increased by the amount of the increase in the applicable Commitments from Lenders or new Commitments from Eligible Transferees, in each case selected in accordance with Section 2.3(b)2.3(a) above, with a corresponding increase in the Maximum Credit, for which Agent has received Assignment and Acceptances thirty (or other agreements acceptable to Agent) sixty (6030) days after the date of the request by Administrative Borrower for the increase or such earlier date as Agent and Administrative Borrower may agree (but subject to the satisfaction of the conditions set forth below), whether or not the aggregate amount of the increase in Commitments and new Commitments, as the case may be, equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower in accordance with the terms hereof, effective on the date that each of the following conditions have been satisfied:
(i) Agent shall have received from each Lender or Eligible Transferee that is providing an additional Commitment as part of the applicable increase in the Maximum Credit, an Assignment and Acceptance (or another agreement acceptable to Agent) duly executed by such Lender or Eligible Transferee and Administrative each Borrower, provided, that, the aggregate Commitments set forth in such Assignment and Acceptance(s) shall be not less than $1,000,000;
(ii) the conditions precedent to the making of Revolving Loans set forth in Section 4.2 hereof shall be satisfied as of the date of the increase in the Maximum Credit, both before and after giving effect to such increase;
(iii) Agent shall have received such agreements, documents and instruments (including legal opinions) as Agent may request, in form and substance reasonably satisfactory to Agent;
(iv) such increase in the Tranche A Loan Limit, and corresponding increase in the Maximum Credit Credit, on the date of the effectiveness thereof shall not violate any applicable law, regulation or order or decree of any court or other Governmental Authority and shall not be enjoined, temporarily, preliminarily or permanently;; and
(viv) there shall have been paid to each Lender and Eligible Transferee providing an additional Commitment in connection with such increase in the Maximum Credit all fees (including any additional commitment fees) and expenses due and payable to such Person on or before the effectiveness of such increase; and
(vi) there shall have been paid to Agent all costs and expenses (including reasonable fees and expenses of counsel) due and payable to Agent pursuant to any of the Financing Agreements on or before the effectiveness of such increase.
(d) As of the effective date of any such increase in the Tranche A Loan Limit (and corresponding increase in the Maximum Credit), (A) each reference to the term Tranche A Loan Limit and Maximum Credit and Commitments herein herein, as applicable, and in any of the other Financing Agreements shall be deemed amended to mean the amount of the Tranche A Loan Limit and Maximum Credit and Commitments specified in the most recent written notice from Agent to Administrative Borrower of the increase in the Tranche A Loan Limit and Maximum Credit Credit, as applicable, and Commitments(B) each Lender’s Pro Rata Share of the Commitments and the Loans shall be adjusted accordingly.
Appears in 1 contract
Samples: Loan and Security Agreement (Latrobe Specialty Metals, Inc.)
Increase in Maximum Credit. (a) Administrative Borrower may, at any time, deliver a written request to Agent to increase the Maximum Credit. Any such written request shall specify the amount of the requested increase in the Maximum Credit that Administrative Borrower is Borrowers are requesting, provided, that, (i) in no event shall the aggregate amount of any such increase in the Maximum Credit cause the Maximum Credit to exceed $200,000,000100,000,000, (ii) any such request for an increase shall be for an increase of not less than $10,000,000, (iii) any such request shall be irrevocable, and (iv) in no event shall more than two one such written requests request be delivered to Agent in any calendar yearquarter.
(b) Upon the receipt by Agent of a any such written request to increase the Maximum Creditrequest, Agent shall notify each of the Lenders of such request and each Lender shall have the option (but not the obligation) to increase the amount of its Commitment by an amount up to its Pro Rata Share of the amount of the increase in the Maximum Credit requested by Administrative Borrower as set forth in the notice from Agent to such Lender. Each Lender shall notify Agent within thirty fifteen (3015) days after the receipt of such notice of a request for such increase from Agent whether it is willing to so increase its Commitment, and if so, the amount of such increase; provided, that, (i) the minimum increase in the Commitments of each such Lender providing the additional Commitments shall equal or exceed $2,000,000, and (ii) no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender. If the aggregate amount of the increases in the Commitments received from the Lenders does not equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower, Agent may seek additional increases from Lenders or Commitments from such Eligible Transferees as it may determine, after consultation with Administrative Borrower. In the event Lenders (or Lenders and any such Eligible Transferees, as the case may be) have committed in writing to provide increases in their Commitments or new Commitments in an aggregate amount in excess of the increase in the Maximum Credit requested by Borrowers or permitted hereunder, Agent shall then have the right to allocate such commitments, first to Lenders and then to Eligible Transferees, in such amounts and manner as Agent may determine, after consultation with Administrative Borrower.
(c) In the event of a request to increase the Maximum Credit, the The Maximum Credit shall be increased by the amount of the increase in Commitments from Lenders or new Commitments from Eligible Transferees, in each case selected in accordance with Section 2.3(b)2.5(a) above, for which Agent has received Assignment and Acceptances (or other agreements acceptable to Agent) sixty (60forty-five(45) days after the date of the request by Administrative Borrower for the increase or such earlier date as Agent and Administrative Borrower may agree (but subject to the satisfaction of the conditions set forth below), whether or not the aggregate amount of the increase in Commitments and new Commitments, as the case may be, equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower in accordance with the terms hereof, effective on the date that each of the following conditions have been satisfied:
(i) Agent shall have received from each Lender or Eligible Transferee that is providing an additional Commitment as part of the increase in the Maximum Credit, an Assignment and Acceptance (or another agreement acceptable to Agent) duly executed by such Lender or Eligible Transferee and Administrative each Borrower, provided, that, the aggregate Commitments set forth in such Assignment and Acceptance(s) shall be not less than $10,000,000;
(ii) the conditions precedent to the making of Revolving Loans set forth in Section 4.2 hereof shall be satisfied as of the date of the increase in the Maximum Credit, both before and after giving effect to such increase;
(iii) Agent Agent, at its option, shall have received such agreements, documents and instruments (including legal opinions) as Agent may request, an opinion of counsel to Borrowers in form and substance and from counsel reasonably satisfactory to AgentAgent and Lenders addressing such matters as Agent may reasonably request (including an opinion as to no conflicts with other Indebtedness and a non-contravention opinion as to other documents and Indebtedness);
(iv) such increase in the Maximum Credit on the date of the effectiveness thereof shall not violate any applicable law, regulation or order or decree of any court or other Governmental Authority and shall not be enjoined, temporarily, preliminarily or permanently;
(v) there shall have been paid to each Lender and Eligible Transferee providing an additional Commitment in connection with such increase in the Maximum Credit all fees (including any additional commitment fees) and expenses arising under or related to this Agreement that are due and payable to such Person on or before the effectiveness of such increase; and
(vi) there shall have been paid to Agent, for the account of the Agent and Lenders (in accordance with any agreement among them) all costs fees and expenses (including reasonable fees and expenses of counsel) due and payable to Agent pursuant to any of the Financing Agreements Loan Documents on or before the effectiveness of such increase.
(d) As of the effective date of any such increase in the Maximum Credit, each reference to the term Maximum Credit and Commitments herein herein, and in any of the other Financing Agreements Loan Documents shall be deemed amended to mean the amount of the Maximum Credit and Commitments specified in the most recent written notice from Agent to Administrative Borrower of the increase in the Maximum Credit and CommitmentsCredit.
Appears in 1 contract
Samples: Loan and Security Agreement (Adc Telecommunications Inc)
Increase in Maximum Credit. (a) Administrative Borrower maymay (on behalf of Borrowers), at any time, deliver a written request to Agent to increase the Maximum Credit. Any such written request shall specify the amount of the requested increase in the Maximum Credit that Administrative Borrower is Borrowers are requesting, ; provided, that, (i) in no event shall the aggregate amount of any such increase in the Maximum Credit cause the Maximum Credit to exceed $200,000,000100,000,000, (ii) any such request for an increase shall be for an increase of not less than $10,000,0005,000,000, (iii) any such request shall be irrevocable, and (iv) in no event shall more than two one such written requests request be delivered to Agent in any calendar yearquarter and (v) any request shall be subject to the approval of Agent and Lenders in their sole discretion.
(b) Upon the receipt by Agent of a any such written request to increase the Maximum Creditrequest, Agent shall notify each of the Lenders of such request and each Lender shall have the option (but not the obligation) to increase the amount of its Commitment by an amount up to its Pro Rata Share of the amount of the increase in the Maximum Credit requested by Administrative Borrower Borrowers as set forth in the notice from Agent to such Lender. Each Lender shall notify Agent within thirty ten (3010) days after the receipt of such notice of a request for such increase from Agent whether it is willing to so increase its Commitment, and if so, the amount of such increase; provided, that, (i) the minimum increase in the Commitments of each such Lender providing the additional Commitments shall equal or exceed $5,000,000 and (ii) no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender. If the aggregate amount of the increases in the Commitments received from the Lenders does not equal or exceed the amount of the increase in the Maximum Credit requested by Administrative BorrowerBorrower on behalf of Borrowers, Agent may may, but shall not be obligated to, seek additional increases from Lenders or Commitments from such Eligible Transferees as it may determine, after consultation with Administrative Borrower. In the event Lenders (or Lenders and any such Eligible Transferees, as the case may be) have committed in writing to provide increases in their Commitments or new Commitments in an aggregate amount in excess of the increase in the Maximum Credit requested by Administrative Borrower on behalf of Borrowers or permitted hereunder, Agent shall then have the right to allocate such commitments, first to Lenders and then to Eligible Transferees, in such amounts and manner as Agent may determine, after consultation with Administrative Borrower.
(c) In the event of a request to increase the Maximum Credit, the The Maximum Credit shall be increased by the amount of the increase in Commitments from Lenders or new Commitments from Eligible Transferees, in each case selected in accordance with this Section 2.3(b)2.3, for which Agent has received Assignment and Acceptances (or other agreements acceptable to Agent) sixty (60) days after the date of the request by Administrative Borrower on behalf of Borrowers for the increase or such earlier date as Agent and Administrative Borrower may agree (but subject to the satisfaction of the conditions set forth below), whether or not the aggregate amount of the increase in Commitments and new Commitments, as the case may be, equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower on behalf of Borrowers in accordance with the terms hereof, effective on the date that Agent shall have notified Administrative Borrower that each of the following conditions have been satisfied:satisfied (such date being the “Maximum Credit Increase Effective Date”):
(i) Agent shall have received from each Lender or Eligible Transferee that is providing an additional Commitment as part of the increase in the Maximum Credit, an Assignment and Acceptance (or another agreement acceptable to Agent) duly executed by such Lender or Eligible Transferee and Administrative Borrower; provided, that, the aggregate Commitments set forth in such Assignment and Acceptance(s) shall be not less than $5,000,000;
(ii) the conditions precedent to the making of Revolving Loans set forth in Section 4.2 hereof shall be satisfied as of the date of the increase in the Maximum CreditCredit Increase Effective Date, both before and after giving effect to such increase;
(iii) Agent shall have received such agreements, documents and instruments (including legal opinions) as Agent may request, an opinion of counsel to Borrowers in form and substance and from counsel reasonably satisfactory to AgentAgent and Lenders addressing such matters as Agent may reasonably request (including an opinion as to no conflicts with other material Indebtedness);
(iv) such increase in the Maximum Credit on the date of the effectiveness thereof shall not violate any applicable law, regulation or order or decree of any court or other Governmental Authority and shall not be enjoined, temporarily, preliminarily or permanently;
(v) there shall have been paid to each Lender and Eligible Transferee providing an additional Commitment in connection with such increase in the Maximum Credit all fees (including any additional commitment fees) and expenses due and payable to such Person on or before the effectiveness of such increase; and
(vi) there shall have been paid to Agent, for the account of the Agent and Lenders (in accordance with any agreement among them) all costs fees and expenses (including reasonable fees and expenses of counsel) due and payable to Agent pursuant to any of the Financing Agreements on or before the effectiveness of such increase.
(d) As of the effective date of any such increase in the Maximum CreditCredit Increase Effective Date, each reference to the term Maximum Credit and Commitments herein herein, and in any of the other Financing Agreements shall be deemed amended to mean the amount of the Maximum Credit and Commitments specified in the most recent written notice from Agent to Administrative Borrower of the increase in the Maximum Credit and CommitmentsCredit.”
Appears in 1 contract
Samples: Loan and Security Agreement (Pacific Ethanol, Inc.)
Increase in Maximum Credit. (a) From and after the earlier of (i) the date which is ninety (90) days from the Closing Date and (ii) the date that a Successful Syndication (as defined in the Fee Letter) has been achieved, Administrative Borrower may, at any time, deliver a written request to Agent to increase the Maximum Credit. Any ; provided, that, (A) any such increase shall be subject to the consent of Agent and satisfaction of each of the conditions set forth in Section 2.20(c) below, (B) any such written request shall specify the amount of the requested increase in the Maximum Credit that Administrative Borrower is requesting, provided, that, ; (iC) in no event shall the aggregate amount of any increase and all such increases in the Maximum Credit shall not exceed $50,000,000 or cause the Maximum Credit to exceed $200,000,000150,000,000, (iiD) any such request for an the amount of each increase in the Maximum Credit shall not be for an increase of not less than $10,000,00025,000,000, (iiiE) such requests may not be made more than two (2) times during the Term, (F) any such request shall be irrevocable, and (ivG) in no event shall more than two connection with any such written requests be delivered increases in the Maximum Credit, with the Agent’s consent, the Borrowers may increase the Canadian Revolving Loan Maximum Amount by an amount of up to Agent $10,000,000 in any calendar yearthe aggregate for all such increases.
(b) Upon the receipt by Agent of a any such written request to increase the Maximum Creditrequest, Agent shall notify each of the Lenders of such request and each Lender (other than Defaulting Lenders, Impacted Lenders and Prior Defaulting/Impacted Lender) shall have the option (but not the obligation) to increase the amount of its Revolver Commitment by an amount up to approved by Agent in its Pro Rata Share sole discretion of the amount of the increase in the Maximum Credit requested by Administrative Borrower as set forth in the notice from Agent to such Lender. Each Lender shall notify Agent within thirty ten (3010) days after the receipt of such notice of a request for such increase from Agent whether it is willing to so increase its Revolver Commitment, and if so, the amount of such increase; provided, that, no Lender shall be obligated to provide such increase in its Revolver Commitment and the determination to increase the Revolver Commitment of a Lender shall be within the sole and absolute discretion of such Lender. If the aggregate amount of the increases in the Revolver Commitments received from the Lenders does not equal or exceed the amount of the increase in the Maximum Credit Revolving Advances Amount requested by Administrative Borrower, Agent or Administrative Borrower may seek additional increases from Lenders (other than Defaulting Lenders, Impacted Lenders or Prior Defaulting/Impacted Lender) or Revolver Commitments from such Eligible Transferees Qualified Assignees as it may determine, after after, in the case of Administrative Borrower, consultation with Administrative BorrowerAgent. In the event Lenders (or Lenders and any such Eligible TransfereesQualified Assignees, as the case may be) have committed in writing to provide increases in their Revolver Commitments or new Revolver Commitments in an aggregate amount in excess of the increase in the Maximum Credit requested by Borrowers Administrative Borrower or permitted hereunder, Agent shall then have the right to allocate such commitments, first to Lenders and then to Eligible TransfereesQualified Assignees, in such amounts and manner as Agent may determine, after consultation with Administrative Borrower.
(c) In the event of a request to increase the Maximum Credit, the The Maximum Credit shall be increased by the amount of the increase in Revolver Commitments from Lenders or new Commitments from Eligible TransfereesQualified Assignees, in each case selected in accordance with Section 2.3(b)2.20(b) above, for which Agent has received Assignment written confirmation in from and Acceptances (substance satisfactory to Agent from such Lenders or other agreements acceptable to Agent) sixty (60) days after Qualified Assignees, as applicable, on the date of the request requested by Administrative Borrower for the increase or such earlier other date as Agent and Administrative Borrower may agree (but subject to the satisfaction of the conditions set forth below), whether or not the aggregate amount of the increase in Revolver Commitments and new Revolver Commitments, as the case may be, equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower in accordance with the terms hereofhereof (but in no event shall the Maximum Revolver Amount be increased above the amounts described in Section 2.20(a)), effective on the date that Agent notifies Administrative Borrower that each of the following conditions have been satisfied:satisfied (such date being the “Maximum Credit Increase Effective Date”):
(i) Agent shall have received from each Lender or Eligible Transferee Qualified Assignee that is providing an additional Revolver Commitment as part of the increase in the Maximum Credit, an Assignment and Acceptance (or another agreement acceptable to Agent) a written confirmation described above duly executed by such Lender or Eligible Transferee Qualified Assignee, Agent and Administrative Borrower;
(ii) the conditions precedent to the making of Revolving Loans Advances set forth in Section 4.2 hereof Sections 8.2(b) and (c) shall be satisfied as of the date of the increase in the Maximum Credit, both before and after giving effect to such increaseincrease whether or not an Advance is then being made;
(iii) Upon the request of Agent, Agent shall have received such agreements, documents and instruments (including legal opinions) as Agent may request, an opinion of counsel to Loan Parties in form and substance and from counsel reasonably satisfactory to AgentAgent addressing such matters as Agent may reasonably request (including an opinion that such increase shall not violate Material Contracts of Loan Parties), amendments to Mortgages and any other documents and agreements reasonably required by Agent with respect thereto;
(iv) such increase in the Maximum Credit on the date of the effectiveness thereof shall not violate any term or provisions of any applicable law, regulation or order or decree of any court or other Governmental Authority Body and shall not be enjoined, temporarily, preliminarily or permanently;; and
(v) there shall have been paid to each Lender and Eligible Transferee Qualified Assignee, in each case, providing an additional Revolver Commitment in connection with such increase in the Maximum Credit all fees (including any additional commitment fees) and expenses due and payable to such Person on or before the effectiveness of such increase; and, including, without limitation, all such fees payable pursuant to the Fee Letter.
(vid) there There shall have been paid to Agent, for the account of the Agent and Lenders (in accordance with any agreement among them) all costs fees and expenses (including reasonable fees and expenses of counsel) due and payable to Agent pursuant to any of the Financing Agreements Other Documents on or before the effectiveness of such increase to the extent relating to such increase.
(de) As of the effective date of any such increase in the a Maximum CreditCredit Increase Effective Date, each reference to the term Maximum Credit and Commitments herein and in any of the other Financing Agreements Other Documents shall be deemed amended to mean the amount of the Maximum Credit and Commitments specified in the most recent written notice from Agent to Administrative Borrower of the increase in the Maximum Credit and CommitmentsCredit.
Appears in 1 contract
Increase in Maximum Credit. (a) Administrative a. Borrower Agent may, at any time, deliver a written request to Agent to increase the Maximum Credit. Any such written request shall specify the amount of the requested increase in the Maximum Credit that Administrative Borrower is Borrowers are requesting, provided, that, (i) in no event shall the aggregate amount of any such increase in the Maximum Credit cause the Maximum Credit to exceed $200,000,000, (ii) any such request for an increase shall be for an increase of not less than $10,000,0005,000,000, (iii) any such request shall be irrevocable, and (iv) in no event shall there be more than two one such written requests be delivered to Agent increase in any calendar yearquarter, (v) in no event shall there be more than three such increases during the term of this Agreement, (vi) no Default or Event of Default shall exist or have occurred and be continuing and (vii) in no event shall there be any such increase after the date on which the Commitments have been reduced pursuant to Section 2.4(c) of this Agreement.
(b) b. Upon the receipt by Agent of a any such written request to increase the Maximum Creditrequest, Agent shall notify each of the Lenders of such request and each Lender shall have the option (but not the obligation) to increase the amount of its Commitment by an amount up to its Pro Rata Share of the amount of the increase in the Maximum Credit thereof requested by Administrative Borrower Agent as set forth in the notice from Agent to such Lender. Each Lender shall notify Agent within thirty fifteen (3015) days after the receipt of such notice of a request for such increase from Agent whether it is willing to so increase its Commitment, and if so, the amount of such increase; provided, that, (i) the minimum increase in the Commitments of each such Lender providing the additional Commitments shall equal or exceed $250,000, and (ii) no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender. If the aggregate amount of the increases in the Commitments received from the Lenders does not equal or exceed the amount of the increase in the Maximum Credit requested by Administrative BorrowerBorrowers, Agent may shall seek additional increases from Lenders or Commitments from such Eligible Transferees as it may determine, after consultation with Administrative Borrower. In the event Lenders (or Lenders and any such Eligible Transferees, as the case may be) have committed in writing to provide increases in their Commitments or new Commitments in an aggregate amount in excess of the increase in the Maximum Credit requested by Borrowers Borrower or permitted hereunder, Agent shall then have the right to allocate such commitments, first to Lenders and then to Eligible Transferees, in such amounts and manner as Agent may determine, after consultation with Administrative BorrowerBorrowers. Notwithstanding anything to the contrary contained in this Agreement, if, in connection with arranging for such additional Commitments, Borrowers agree to pay to any such Lender or Eligible Transferee interest on such additional Commitments at rate that is greater than that paid to the other Lenders, such higher interest rate shall apply to all Lenders on all Commitments.
(c) In the event of a request to increase the Maximum Credit, the c. The Maximum Credit shall be increased by the amount of the increase in the applicable Commitments from Lenders or new Commitments from Eligible Transferees, in each case selected in accordance with Section 2.3(b)2.14(b) above, for which Agent has received Assignment and Acceptances thirty (or other agreements acceptable to Agent) sixty (6030) days after the date of the request by Administrative Borrower Borrowers for the increase or such earlier date as Agent and Administrative Borrower Borrowers may agree (but subject to the satisfaction of the conditions set forth below), whether or not the aggregate amount of the increase in Commitments and new Commitments, as the case may be, equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower Agent in accordance with the terms hereof, effective on the date that each of the following conditions have been satisfied:
(i) i. Agent shall have received from each Lender or Eligible Transferee that is providing an additional Commitment as part of the increase in the Maximum Credit, an Assignment and Acceptance (or another agreement acceptable to Agent) duly executed by such Lender or Eligible Transferee and Administrative Borrower, provided, that, the aggregate Commitments set forth in such Assignment and Acceptance(s) shall be not less than $1,000,000;
(ii) . the conditions precedent to the making of Revolving Loans Advances set forth in Section 4.2 hereof 3.2 shall be satisfied as of the date of the increase in the Maximum Credit, both before and after giving effect to such increase;
(iii) Agent shall have received such agreements, documents and instruments (including legal opinions) as Agent may request, in form and substance reasonably satisfactory to Agent;
(iv) . such increase in the Maximum Credit Credit, on the date of the effectiveness thereof thereof, shall not violate any applicable law, regulation or order or decree of any court or other Governmental Authority and shall not be enjoined, temporarily, preliminarily or permanently;
(v) iv. there shall have been paid to each Lender and Eligible Transferee providing an additional Commitment in connection with such increase in the Maximum Credit all fees (including any additional commitment fees) and expenses due and payable to such Person on or before the effectiveness of such increase; and
(vi) v. there shall have been paid to Agent, for the account of the Agent and Lenders (in accordance with any agreement among them) all costs fees and expenses (including reasonable fees and expenses of counsel) due and payable to Agent pursuant to any of the Financing Agreements Loan Documents on or before the effectiveness of such increase.
(d) d. As of the effective date of any such increase in the Maximum Credit, each reference to the term Commitments and Maximum Credit and Commitments herein herein, as applicable, and in any of the other Financing Agreements Loan Documents shall be deemed amended to mean the amount of the Commitments and Maximum Credit and Commitments specified in the most recent written notice from Agent to Administrative Borrower Agent of the increase in the Commitments and Maximum Credit, as applicable.
e. Effective on the date of each increase in the Maximum Credit pursuant to this Section 2.14, each reference in this Agreement to an amount of Excess Availability shall, automatically and Commitmentswithout any further action, be deemed to be increased so that the ratio of each amount of Excess Availability to the amount of the Maximum Credit after such increase in the Maximum Credit remains the same as the ratio of such the amount of Excess Availability to the amount of the Maximum Credit prior to such increase in the Maximum Credit.
Appears in 1 contract
Samples: Credit Agreement (Audiovox Corp)
Increase in Maximum Credit. (a) Administrative As a one-time accommodation to Borrower, Borrower may, at any time, deliver a written request to Agent Lender to increase the Maximum Credit. Any such written request shall specify the amount of the requested increase in the Maximum Credit that Administrative Borrower is requesting, provided, that, (i) in no event shall the aggregate amount of any increase in the Maximum Credit cause the Maximum Credit from $5,000,000 to exceed $200,000,000, (ii) any such request for an increase shall be for an increase of not less than $10,000,000, (iii) any such request shall be irrevocable, and (iv) in no event shall more than two such written requests be delivered to Agent in any calendar year6,500,000.
(b) Upon the receipt by Agent Lender of a any such written request to increase the Maximum Creditrequest, Agent Lender shall notify each of the Lenders participant of such request and each Lender participant shall have the option (but not the obligation) to increase the amount of its Commitment participation by an amount up to its Pro Rata Share pro rata share of the amount of the increase in the Maximum Credit requested by Administrative Borrower as set forth in the notice from Agent Lender to such Lender. Each Lender participant shall notify Agent Lender within thirty ten (3010) days after the receipt of such notice of a request for such increase from Agent Lender whether it is willing to so increase its Commitmentparticipation, and if so, the amount of such increase; provided, that, no Lender participant shall be obligated to provide such increase in its Commitment participation and the determination to increase the Commitment participation of a Lender participant shall be within the sole and absolute discretion of such Lenderparticipant. If the aggregate amount of the increases in the Commitments participations received from the Lenders participants does not equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower, Agent Lender or Borrower may seek additional increases from Lenders or Commitments participations from such Eligible Transferees other Persons as it may determine, after after, in the case of the Borrower, consultation with Administrative BorrowerLender. In the event Lenders (or Lenders and any such Eligible Transferees, as the case may be) participants have committed in writing to provide increases in their Commitments participations or new Commitments participations in an aggregate amount in excess of the increase in the Maximum Credit requested by Borrowers Borrower or permitted hereunder, Agent Lender shall then have the right to allocate such commitments, first to Lenders and then to Eligible Transferees, participations in such amounts and manner as Agent Lender may determine, after consultation with Administrative Borrower.
(c) In the event of a request to increase the Maximum Credit, the The Maximum Credit shall be increased by the amount of the increase in Commitments participations from Lenders participants or new Commitments participations from Eligible Transfereesother Persons, in each case selected in accordance with Section 2.3(b)2.4(b) above, for which Agent Lender has received Assignment and Acceptances (or other agreements acceptable to Agent) sixty (60) days after participations on the date of the request requested by Administrative Borrower for the increase or such earlier other date as Agent Lender and Administrative Borrower may agree (but subject to the satisfaction of the conditions set forth below), whether or not the aggregate amount of the increase in Commitments and new Commitments, as the case may be, equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower in accordance with the terms hereof, effective on the date that Lender notifies Borrower that each of the following conditions have been satisfied:satisfied (such date being the “Maximum Credit Increase Effective Date”):
(i) Agent Lender shall have received from each Lender or Eligible Transferee participant that is providing an additional Commitment participation as part of the increase in the Maximum Credit, an Assignment and Acceptance (or another a participation agreement acceptable to Agent) duly executed by Lender and such Lender or Eligible Transferee and Administrative Borrowerparticipant;
(ii) the conditions precedent to the making of Revolving Loans set forth in Section 4.2 hereof 7 shall be satisfied as of the date of the increase in the Maximum Credit, both before and after giving effect to such increase;
(iii) Agent shall have received such agreements, documents and instruments (including legal opinions) as Agent may request, in form and substance reasonably satisfactory to Agent;
(iv) such increase in the Maximum Credit on the date of the effectiveness thereof shall not violate any term or provisions of any applicable law, regulation or order or decree of any court or other Governmental Authority and shall not be enjoined, temporarily, preliminarily or permanently;
(viv) there shall have been paid to each Lender and Eligible Transferee each participant, in each case, providing an additional Commitment participation in connection with such increase in the Maximum Credit all fees (including any additional commitment fees) and expenses due and payable to such Person on or before the effectiveness of such increase; and
(viv) there shall have been paid to Agent Lender, for the account of the Lender and participants (in accordance with any agreement among them) all costs fees and expenses (including reasonable fees and expenses of counsel) due and payable to Agent pursuant to any of the Financing Agreements on or before the effectiveness of such increase to the extent relating to such increase.
(d) As of the effective date of any such increase in the a Maximum CreditCredit Increase Effective Date, each reference to the term Maximum Credit and Commitments herein and in any of the other Financing Agreements shall be deemed amended to mean the amount of the Maximum Credit and Commitments specified in the most recent written notice from Agent Lender to Administrative Borrower of the increase in the Maximum Credit and CommitmentsCredit.
Appears in 1 contract
Increase in Maximum Credit. (a) Administrative Lead Borrower may, at any time, deliver a written request to Administrative Agent to increase the Tranche A Maximum Credit. Any such written request shall specify the amount of the requested increase in the Tranche A Maximum Credit that Administrative Borrower is Borrowers are requesting, provided, that, (i) in no event shall the aggregate amount of any such increase in the Maximum Credit cause the Maximum Credit to exceed $200,000,0001,400,000,000, (ii) any such request for an increase shall be for an increase of not less than $10,000,00050,000,000, (iii) any such request shall be irrevocable, and (iv) in no event shall there be more than two four (4) such written requests increases and (v) as of the date of any such increase, and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be delivered to Agent in any calendar year.continuing. 6991691.13 74
(b) Upon the receipt by Administrative Agent of a any such written request to increase the Maximum Creditrequest, Administrative Agent shall notify each of the Tranche A Lenders of such request and each Tranche A Lender shall have the option (but not the obligation) to increase the amount of its Tranche A Commitment by an amount up to its Pro Rata Share of the amount of the increase in the Maximum Credit thereof requested by Administrative Lead Borrower as set forth in the notice from Administrative Agent to such Tranche A Lender. Each Tranche A Lender shall notify Administrative Agent within thirty fifteen (3015) days after the receipt of such notice of a request for such increase from Administrative Agent whether it is willing to so increase its Tranche A Commitment, and if so, the amount of such increase; provided, that, (i) the minimum increase in the Tranche A Commitments of each such Tranche A Lender providing the additional Tranche A Commitments shall equal or exceed $1,000,000, and (ii) no Tranche A Lender shall be obligated to provide such increase in its Tranche A Commitment and the determination to increase the Tranche A Commitment of a Tranche A Lender shall be within the sole and absolute discretion of such Tranche A Lender. If the aggregate amount of the increases in the Tranche A Commitments received from the Tranche A Lenders does not equal or exceed the amount of the increase in the Tranche A Maximum Credit requested by Administrative Lead Borrower, Administrative Agent may seek additional increases from Lenders or Tranche A Commitments from such Eligible Transferees as it may determine, after consultation with Administrative Lead Borrower. In the event Tranche A Lenders (or Tranche A Lenders and any such Eligible Transferees, as the case may be) have committed in writing to provide increases in their Tranche A Commitments or new Tranche A Commitments in an aggregate amount in excess of the increase in the Tranche A Maximum Credit requested by Borrowers or permitted hereunder, Administrative Agent shall then have the right to allocate such commitments, first to Tranche A Lenders and then to Eligible Transferees, in such amounts and manner as Administrative Agent may determine, after consultation with Lead Borrower. If the aggregate amount of the increase in Tranche A Commitments and new Tranche A Commitments, as the case may be, do not equal or exceed the amount of the increase in the Tranche A Maximum Credit requested by Lead Borrower, then Lead Borrower in its sole discretion may determine to not proceed with the proposed increase in the Tranche A Maximum Credit; provided, that, Lead Borrower notifies Administrative BorrowerAgent of such decision not to proceed within three (3) days after Administrative Agent notifies Lead Borrower of the aggregate amount of the increase in Tranche A Commitments and new Tranche A Commitments that the Tranche A Lenders and/or Eligible Assignees have committed to.
(c) In the event of a request to increase the Maximum Credit, the The Tranche A Maximum Credit shall be increased by the amount of the increase in the applicable Tranche A Commitments from Tranche A Lenders or new Tranche A Commitments from Eligible Transferees, in each case case, selected in accordance with Section 2.3(b)2.6(b) above, for which Administrative Agent has received Assignment and Acceptances thirty (or other agreements acceptable to Agent) sixty (6030) days after the date of the request by Administrative Lead Borrower for the increase or such earlier date as Administrative Agent and Administrative Lead Borrower may agree (but subject to the satisfaction of the conditions set forth below), whether or not the aggregate amount of the increase in Tranche A Commitments and new Tranche A Commitments, as the case may be, equal or exceed the amount of the increase in the Tranche A Maximum Credit requested by Administrative Lead Borrower in accordance with the terms hereof, effective on the date that each of the following conditions have been satisfied:
(i) Administrative Agent shall have received from each Tranche A Lender or Eligible Transferee that is providing an additional Tranche A Commitment as part of the increase in the Tranche A Maximum Credit, an Assignment and Acceptance (or another agreement acceptable to Agent) duly executed by 6991691.13 75 such Lender or Eligible Transferee and Administrative each Borrower, provided, that, the aggregate Tranche A Commitments set forth in any such Assignment and Acceptance shall be not less than $1,000,000;
(ii) the conditions precedent to the making of Revolving Loans set forth in Section 4.2 hereof shall be satisfied as of the date of the increase in the Tranche A Maximum Credit, both before and after giving effect to such increase;
(iii) Agent shall have received such agreements, documents and instruments (including legal opinions) as Agent may request, in form and substance reasonably satisfactory to Agent;
(iv) such increase in the Tranche A Maximum Credit Credit, on the date of the effectiveness thereof thereof, shall not violate any applicable lawlaw (including, without limitation, FIRREA), regulation or order or decree of any court or other Governmental Authority and shall not be enjoined, temporarily, preliminarily or permanently;; and
(viv) there shall have been paid to each Tranche A Lender and Eligible Transferee providing an additional Commitment in connection with such increase in the Tranche A Maximum Credit all fees (including any additional commitment fees) and expenses due and payable to such Person on or before the effectiveness of such increase; and
(vi) there shall have been paid to Agent all costs and expenses (including reasonable fees and expenses of counsel) due and payable to Agent pursuant to any of the Financing Agreements on or before the effectiveness of such increase.
(d) As of the effective date of any such increase in the Tranche A Maximum Credit, each reference to the term Tranche A Commitments and Tranche A Maximum Credit and Commitments herein herein, as applicable, and in any of the other Financing Agreements shall be deemed amended to mean the amount of the Tranche A Commitments and Tranche A Maximum Credit and Commitments specified in the most recent written notice from Administrative Agent to Administrative Lead Borrower of the increase in the Tranche A Commitments and Tranche A Maximum Credit, as applicable.
(e) Effective on the date of each increase in the Tranche A Maximum Credit pursuant to this Section 2.6, as applicable, each reference in this Agreement to an amount of Excess Availability shall, automatically and without any further action, be deemed to be increased so that the ratio of each amount of Excess Availability to the amount of the Maximum Credit after such increase in the Maximum Credit remains the same as the ratio of such the amount of Excess Availability to the amount of the Maximum Credit prior to such increase in the Maximum Credit.
(f) In the event that, as a result of an increase in the Tranche A Maximum Credit, the Pro Rata Shares of any Lender or Lenders with respect to any SOFR Rate Loans are decreased (other than on the last date of the Interest Period(s) applicable thereto), Borrowers shall pay such Lenders, on the effective date of such increase in the Tranche A Maximum Credit, break funding compensation with respect to such decrease in the amount that would be due pursuant to Section 3.3(d) hereof had the Borrowers prepaid such Lenders' interests in such SOFR Rate Loans by an amount equal to the decrease.
(g) In no event shall the fees, interest rate and other compensation offered or paid in respect of additional Tranche A Commitments or increase in Tranche A Commitments be higher than the amounts paid and payable to the then existing Tranche A Lenders in respect of their Tranche A Commitments, unless the fees, interest rate and other compensation payable to the then existing Tranche A Lenders are increased to the same as those paid in connection with 6991691.13 76 the such new or additional Tranche A Commitments, except for the initial commitment fee payable in respect of such new or additional Tranche A Commitment of a Tranche A Lender.
Appears in 1 contract
Increase in Maximum Credit. (a) Administrative Borrower may, at any time, deliver a written request to Agent to increase the Maximum Credit. Any such written request shall specify the amount of the requested increase in the Maximum Credit that Administrative Borrower is requesting, provided, that, (i) in no event shall the aggregate amount of any such increase in the Maximum Credit cause the Maximum Credit to exceed $200,000,000100,000,000, (ii) any such request for an increase shall be for an increase of not less than $10,000,0005,000,000, (iii) any such request shall be irrevocable, and (iv) in no event shall there be more than two one such written requests be delivered to Agent increase in any calendar yearquarter and (v) no Default or Event of Default shall exist or have occurred and be continuing.
(b) Upon the receipt by Agent of a any such written request to increase the Maximum Creditrequest, Agent shall notify each of the Lenders of such request and each Lender shall have the option (but not the obligation) to increase the amount of its Commitment by an amount up to its Pro Rata Share of the amount of the increase in the Maximum Credit thereof requested by Administrative Borrower as set forth in the notice from Agent to such Lender. Each Lender shall notify Agent within thirty fifteen (3015) days after the receipt of such notice of a request for such increase from Agent whether it is willing to so increase its Commitment, and if so, the amount of such increase; provided, that, (i) the minimum increase in the Commitments of each such Lender providing the additional Commitments shall equal or exceed $1,000,000, and (ii) no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender. If the aggregate amount of the increases in the Commitments received from the Lenders does not equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower, Agent may seek additional increases from Lenders or Commitments from such Eligible Transferees as it may determine, after consultation with Administrative Borrower. In the event Lenders (or Lenders and any such Eligible Transferees, as the case may be) have committed in writing to provide increases in their Commitments or new Commitments in an aggregate amount in excess of the increase in the Maximum Credit requested by Borrowers Administrative Borrower or permitted hereunder, Agent shall then have the right to allocate such commitmentsCommitments, first to Lenders and then to Eligible Transferees, in such amounts and manner as Agent may determine, after consultation with Administrative Borrower.
(c) In the event of a request to increase the Maximum Credit, the The Maximum Credit shall be increased by the amount of the increase in the applicable Commitments from Lenders or new Commitments from Eligible Transferees, in each case selected in accordance with Section 2.3(b)2.4(b) above, for which Agent has received Assignment and Acceptances thirty (or other agreements acceptable to Agent) sixty (6030) days after the date of the request by Administrative Borrower for the increase or such earlier date as Agent and Administrative Borrower may agree (but subject to the satisfaction of the conditions set forth below), whether or not the aggregate amount of the increase in Commitments and new Commitments, as the case may be, equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower in accordance with the terms hereof, effective on the date that each of the following conditions have been satisfied:
(i) Agent shall have received from each Lender or Eligible Transferee that is providing an additional Commitment as part of the increase in the Maximum Credit, an Assignment and Acceptance (or another agreement acceptable to Agent) duly executed by such Lender or Eligible Transferee and Administrative each Borrower, provided, that, the aggregate Commitments set forth in such Assignment and Acceptance(s) shall be not less than $1,000,000;
(ii) the conditions precedent to the making of Revolving Loans set forth in Section 4.2 hereof shall be satisfied as of the date of the increase in the Maximum Credit, both before and after giving effect to such increase;
(iii) Agent shall have received such agreements, documents and instruments (including legal opinions) as Agent may request, in form and substance reasonably satisfactory to Agent;
(iv) such increase in the Maximum Credit Credit, on the date of the effectiveness thereof thereof, shall not violate any applicable law, regulation or order or decree of any court or other Governmental Authority and shall not be enjoined, temporarily, preliminarily or permanently;; and
(viv) there shall have been paid to each Lender and Eligible Transferee providing an additional Commitment in connection with such increase in the Maximum Credit all fees (including any additional commitment fees) and expenses due and payable to such Person on or before the effectiveness of such increase; and
(vi) there shall have been paid to Agent all costs and expenses (including reasonable fees and expenses of counsel) due and payable to Agent pursuant to any of the Financing Agreements on or before the effectiveness of such increase.
(d) As of the effective date of any such increase in the Maximum Credit, each reference to the term Commitments and Maximum Credit and Commitments herein herein, as applicable, and in any of the other Financing Agreements shall be deemed amended to mean the amount of the Commitments and Maximum Credit and Commitments specified in the most recent written notice from Agent to Administrative Borrower of the increase in the Commitments and Maximum Credit, as applicable. Effective on the date of each increase in the Maximum Credit pursuant to this Section 2.4, each reference in this Agreement to an amount of Excess Availability shall, automatically and Commitmentswithout any further action, be deemed to be increased so that the ratio of the amount of Excess Availability to the amount of the Maximum Credit after such increase in the Maximum Credit remains the same as the ratio of the amount of Excess Availability to the amount of the Maximum Credit prior to such increase in the Maximum Credit.”
Appears in 1 contract
Increase in Maximum Credit. (a) Administrative Borrower may, at any time, deliver a written request to Agent to increase the Maximum Credit. Any , provided, that, (i) any such increase shall be subject to the consent of Agent and satisfaction of each of the conditions set forth in Section 2.4(c) below, (ii) any such written request shall specify the amount of the requested increase in the Maximum Credit that Administrative Borrower is requesting, provided, that, (i) in no event shall the aggregate amount of any increase in the Maximum Credit cause the Maximum Credit to exceed $200,000,000, (ii) any such request for an increase shall be for an increase of not less than $10,000,000, ; (iii) any such request shall be irrevocable, and (iv) in no event shall more than two such written requests be delivered to Agent during the term of this Agreement, (iv) the aggregate amount of any and all such increases in the Maximum Credit shall not cause the Maximum Credit to exceed $50,000,000, (v) if such request, as consented to by Agent under clause (i) above, is to increase the Maximum Credit to an amount less than $50,000,000, such request shall be permitted if and only if such request is to increase the Maximum Credit to an amount not to exceed $35,000,000, and (vi) any calendar yearsuch request shall be irrevocable. Under no circumstances shall Borrower be permitted to increase the Maximum Credit under this Section to an amount greater than $35,000,000 but less than $50,000,000.
(b) Upon the receipt by Agent of a any such written request to increase the Maximum Creditrequest, Agent shall notify each of the Lenders of such request and each Lender shall have the option (but not the obligation) to increase the amount of its Commitment by an amount up to its Pro Rata Share Commitment Percentage of the amount of the increase in the Maximum Credit requested by Administrative Borrower as set forth in the notice from Agent to such Lender. Each Lender shall notify Agent within thirty ten (3010) days after the receipt of such notice of a request for such increase from Agent whether it is willing to so increase its Commitment, and if so, the amount of such increase; provided, that, (i) the minimum increase in the Commitments of each such Lender providing the additional Commitments shall equal or exceed $5,000,000, and (ii) no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender. If the aggregate amount of the increases in the Commitments received from the Lenders does not equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower, Agent or Borrower may seek additional increases from Lenders or Commitments from such Eligible Transferees Qualified Assignees as it may determine, after after, in the case of the Borrower, consultation with Administrative BorrowerAgent. In the event Lenders (or Lenders and any such Eligible TransfereesQualified Assignees, as the case may be) have committed in writing to provide increases in their Commitments or new Commitments in an aggregate amount in excess of the increase in the Maximum Credit requested by Borrowers Borrower or permitted hereunder, Agent shall then have the right to allocate such commitments, first to Lenders and then to Eligible TransfereesQualified Assignees, in such amounts and manner as Agent may determine, after consultation with Administrative Borrower.
(c) In the event of a request to increase the Maximum Credit, the The Maximum Credit shall be increased by the amount of the increase in Commitments from Lenders or new Commitments from Eligible TransfereesQualified Assignees, in each case selected in accordance with Section 2.3(b)2.4(b) above, for which Agent has received Assignment and Acceptances (or other agreements acceptable to Agent) sixty (60) days after Commitment Transfer Supplements on the date of the request requested by Administrative Borrower for the increase or such earlier other date as Agent and Administrative Borrower may agree (but subject to the satisfaction of the conditions set forth below), whether or not the aggregate amount of the increase in Commitments and new Commitments, as the case may be, equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower in accordance with the terms hereof, effective on the date that Agent notifies Borrower that each of the following conditions have been satisfied:satisfied (such date being the “Maximum Credit Increase Effective Date”):
(i) Agent shall have received from each Lender or Eligible Transferee Qualified Assignee that is providing an additional Commitment as part of the increase in the Maximum Credit, an Assignment and Acceptance (or another agreement acceptable to Agent) Commitment Transfer Supplement duly executed by such Lender or Eligible Transferee Qualified Assignee and Administrative Borrower;
(ii) the conditions precedent to the making of Revolving Loans set forth in Section 4.2 hereof 8.2 shall be satisfied as of the date of the increase in the Maximum Credit, both before and after giving effect to such increase;
(iii) Agent shall have received such agreements, documents and instruments (including legal opinions) as Agent may request, an opinion of counsel to Borrower in form and substance and from counsel reasonably satisfactory to AgentAgent and Lenders addressing such matters as Agent may reasonably request (including an opinion as to no defaults or violations under other Indebtedness);
(iv) such increase in the Maximum Credit on the date of the effectiveness thereof shall not violate any term or provisions of any applicable law, regulation or order or decree of any court or other Governmental Authority Body and shall not be enjoined, temporarily, preliminarily or permanently;
(v) there shall have been paid to each Lender and Eligible Transferee Qualified Assignee, in each case, providing an additional Commitment in connection with such increase in the Maximum Credit all fees (including any additional commitment fees) and expenses due and payable to such Person on or before the effectiveness of such increase, including, without limitation, all such fees payable pursuant to the Fee Letter; and
(vi) there shall have been paid to Agent, for the account of the Agent and Lenders (in accordance with any agreement among them) all costs fees and expenses (including reasonable fees and expenses of counsel) due and payable to Agent pursuant to any of the Financing Agreements Other Documents on or before the effectiveness of such increase to the extent relating to such increase.
(d) As of the effective date of any such increase in the a Maximum CreditCredit Increase Effective Date, each reference to the term Maximum Credit and Commitments herein herein, and in any of the other Financing Agreements Other Documents shall be deemed amended to mean the amount of the Maximum Credit and Commitments specified in the most recent written notice from Agent to Administrative Borrower of the increase in the Maximum Credit and CommitmentsCredit.
Appears in 1 contract
Samples: Loan and Security Agreement (Winnebago Industries Inc)
Increase in Maximum Credit. (a) Administrative Borrower may, at any time, deliver a written request to Agent to increase the Maximum Credit. Any such written request shall specify the amount of the requested increase in the Maximum Credit that Administrative Borrower is Borrowers are requesting, ; provided, that, (i) in no event shall the aggregate amount of any such increase in the Maximum Credit cause the Maximum Credit to exceed $200,000,000175,000,000, (ii) any such request for an increase shall be for an increase of not less than $10,000,000, and (iii) any such request shall be irrevocable, and (iv) in no event shall the Maximum Credit be increased more than two such written requests be delivered to Agent in any calendar yearfour (4) times during the term hereof.
(b) Upon the receipt by Agent of a any such written request to increase the Maximum Creditrequest, Agent shall notify each of the Lenders Lender of such request and each Lender shall have the option (but not the obligation) to increase the amount of its Commitment by an amount up to its Pro Rata Share of the amount of the increase in the Maximum Credit requested by Administrative Borrower as set forth in the notice from Agent to such Lender. Each Lender shall notify Agent within thirty (30) days after the receipt of such notice of a request for such increase from Agent whether it is willing to so increase its Commitment, and if so, the amount of such increase; provided, that, (i) the minimum increase in the Commitments of each such Lender providing the additional Commitments shall equal or exceed $2,000,000, and (ii) no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender. If the aggregate amount of the increases in the Commitments received from the Lenders does not equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower, Agent may may, in consultation with Administrative Borrower, seek additional increases from Lenders Lenders, or Commitments from such Eligible Transferees or other Persons as it may determine, after consultation with are approved by Administrative Borrower. In the event Lenders (or Lenders and any such Eligible TransfereesTransferees or other Persons, as the case may be) have committed in writing to provide increases in their Commitments or new Commitments in an aggregate amount in excess of the increase in the Maximum Credit requested by Borrowers or permitted hereunder, Agent shall then have the right to allocate such commitments, first to Lenders and then to Eligible TransfereesTransferees or such other Persons, in such amounts and manner as Agent may determine, after consultation with Administrative Borrower.
(c) In the event of a request to increase the Maximum Credit, the The Maximum Credit shall be increased by the amount of the increase in Commitments from Lenders or new Commitments from Eligible TransfereesTransferees or other Persons, in each case selected in accordance with Section 2.3(b)2.7(b) above, for which Agent has received Assignment and Acceptances (or other agreements acceptable to Agent) sixty (60) days after the date of the request by Administrative Borrower for the increase or such earlier date as Agent and Administrative Borrower may agree (but subject to the satisfaction of the conditions set forth below), whether or not the aggregate amount of the increase in Commitments and new Commitments, as the case may be, equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower in accordance with the terms hereof, effective on the date that each of the following conditions have been satisfied:
(i) Agent shall have received from each Lender or Eligible Transferee or other Person that is providing an additional Commitment as part of the increase in the Maximum Credit, an Assignment and Acceptance (or another agreement acceptable one or more amendments to this Agreement and as appropriate, the other Financing Agreements and any such amendment may, without the consent of any other Lenders, effect such amendments to any Loan Document as may be necessary or appropriate in the opinion of the Administrative Agent) , to effect the provisions of this Section 2.7, duly executed by such Lender or Eligible Transferee or other Person and Administrative each Borrower;
(ii) the conditions precedent to the making of Revolving Loans set forth in Section 4.2 hereof shall be satisfied as of the date of the increase in the Maximum Credit, both before and after giving effect to such increase;
(iii) to the extent requested by Agent, Agent shall have received such agreements, documents and instruments (including legal opinions) as Agent may request, an opinion of counsel to Borrowers in form and substance and from counsel reasonably satisfactory to AgentAgent and Lenders addressing such matters as Agent may reasonably request (including an opinion as to no conflicts with other Indebtedness);
(iv) such increase in the Maximum Credit on the date of the effectiveness thereof shall not violate any applicable law, regulation or order or decree of any court or other Governmental Authority and shall not be enjoined, temporarily, preliminarily or permanently;
(v) there shall have been paid to each Lender and Eligible Transferee third-party bank or other Person providing an additional Commitment in connection with such increase in the Maximum Credit all fees (including any additional commitment fees) and expenses due and payable to such Person on or before the effectiveness of such increase; and
(vi) there shall have been paid to Agent, for the account of the Agent and Lenders (in accordance with any agreement among them) all costs fees and expenses (including reasonable fees and expenses of counsel) due and payable to Agent pursuant to any of the Financing Agreements on or before the effectiveness of such increase.
(d) As of the effective date of any such increase in the Maximum Credit, each reference to the term Maximum Credit and Commitments herein herein, and in any of the other Financing Agreements shall be deemed amended to mean the amount of the Maximum Credit and Commitments as increased as specified in the most recent written notice from Agent to Administrative Borrower of the increase in the Maximum Credit and CommitmentsCredit.
Appears in 1 contract
Samples: Loan and Security Agreement (Nci Building Systems Inc)
Increase in Maximum Credit. (a) Subject to Section 2.19(f) below, Administrative Borrower may, at any timeone (1) time during the Term, deliver a written request to Agent to increase the Maximum Credit. Any such written request shall specify the amount of the requested increase in the Maximum Credit that Administrative Borrower is requesting, ; provided, that, (i) any such increase shall be subject to the consent of Agent and satisfaction of each of the conditions set forth in no event shall the aggregate amount of any increase in the Maximum Credit cause the Maximum Credit to exceed $200,000,000Section 2.19(c) below, (ii) any such written request for shall specify the request by the Administrative Borrower to the increase in the Maximum Credit by $5,000,000 to an increase shall be for an increase aggregate amount of not less than $10,000,00025,000,000, and (iii) any such request shall be irrevocable, and (iv) in no event shall more than two such written requests be delivered to Agent in any calendar year.
(b) Upon the receipt by Agent of a any such written request to increase the Maximum Creditrequest, Agent shall notify each of the Lenders of such request and each Lender (other than Defaulting Lenders, Impacted Lenders and Prior Defaulting/Impacted Lender) shall have the option (but not the obligation) to increase the amount of its Revolver Commitment by an amount up to approved by Agent in its Pro Rata Share sole discretion of the amount of the increase in the Maximum Credit requested by Administrative Borrower as set forth in the notice from Agent to such Lender. Each Lender shall notify Agent within thirty ten (3010) days after the receipt of such notice of a request for such increase from Agent whether it is willing to so increase its Revolver Commitment, and if so, the amount of such increase; provided, that, (i) the minimum increase in the Revolving Commitment of each such Lender providing the additional Revolver Commitment shall equal or exceed $1,000,000, and (ii) no Lender shall be obligated to provide such increase in its Revolver Commitment and the determination to increase the Revolver Commitment of a Lender shall be within the sole and absolute discretion of such Lender. If the aggregate amount of the increases in the Revolver Commitments received from the Lenders does not equal or exceed the amount of the increase in the Maximum Credit Revolving Advances Amount requested by Administrative Borrower, Agent or Administrative Borrower may seek additional increases from Lenders (other than Defaulting Lenders, Impacted Lenders or Prior Defaulting/Impacted Lender) or Revolver Commitments from such Eligible Transferees Qualified Assignees as it may determine, after after, in the case of Administrative Borrower, consultation with Administrative BorrowerAgent. In the event Lenders (or Lenders and any such Eligible TransfereesQualified Assignees, as the case may be) have committed in writing to provide increases in their Revolver Commitments or new Revolver Commitments in an aggregate amount in excess of the increase in the Maximum Credit requested by Borrowers Administrative Borrower or permitted hereunder, Agent shall then have the right to allocate such commitments, first to Lenders and then to Eligible TransfereesQualified Assignees, in such amounts and manner as Agent may determine, after consultation with Administrative Borrower.
(c) In the event of a request to increase the Maximum Credit, the The Maximum Credit shall be increased by the amount of the increase in Revolver Commitments from Lenders or new Commitments from Eligible TransfereesQualified Assignees, in each case selected in accordance with Section 2.3(b)2.19(b) above, for which Agent has received Assignment written confirmation in from and Acceptances (substance satisfactory to Agent from such Lenders or other agreements acceptable to Agent) sixty (60) days after Qualified Assignees, as applicable, on the date of the request requested by Administrative Borrower for the increase or such earlier other date as Agent and Administrative Borrower may agree (but subject to the satisfaction of the conditions set forth below), whether or not the aggregate amount of the increase in Revolver Commitments and new Revolver Commitments, as the case may be, equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower in accordance with the terms hereofhereof (but in no event shall the Maximum Revolver Amount be increased above the amounts described in Section 2.19(a)), effective on the date that Agent notifies Administrative Borrower that each of the following conditions have been satisfied:satisfied (such date being the “Maximum Credit Increase Effective Date”):
(i) Agent shall have received from each Lender or Eligible Transferee Qualified Assignee that is providing an additional Revolver Commitment as part of the increase in the Maximum Credit, an Assignment and Acceptance (or another agreement acceptable to Agent) a written confirmation described above duly executed by such Lender or Eligible Transferee Qualified Assignee, Agent and Administrative Borrower;
(ii) the conditions precedent to the making of Revolving Loans Advances set forth in Section 4.2 hereof 8.2 shall be satisfied as of the date of the increase in the Maximum Credit, both before and after giving effect to such increaseincrease whether or not an Advance is then being made;
(iii) upon the request of Agent, Agent shall have received such agreements, documents and instruments (including legal opinions) as Agent may request, an opinion of counsel to Loan Parties in form and substance and from counsel reasonably satisfactory to AgentAgent addressing such matters as Agent may reasonably request (including an opinion that such increase shall not violate Material Contracts of Loan Parties) and any other documents and agreements required by Agent with respect thereto;
(iv) such increase in the Maximum Credit on the date of the effectiveness thereof shall not violate any term or provisions of any applicable law, regulation or order or decree of any court or other Governmental Authority Body and shall not be enjoined, temporarily, preliminarily or permanently;
(v) there shall have been paid to each Lender and Eligible Transferee Qualified Assignee, in each case, providing an additional Revolver Commitment in connection with such increase in the Maximum Credit all fees (including any additional commitment fees) and expenses due and payable to such Person on or before the effectiveness of such increase, including, without limitation, all such fees payable pursuant to the Fee Letter; and
(vi) there Agent shall have received evidence satisfactory to Agent in its sole discretion that such increase in the Maximum Credit shall not violate any of the terms of the Term Loan Documents and that all Obligations at any time arising hereunder, after giving effect to such increase in the Maximum Credit, shall constitute permitted indebtedness under and as defined therein.
(d) There shall have been paid to Agent, for the account of the Agent and Lenders (in accordance with any agreement among them) all costs fees and expenses (including reasonable fees and expenses of counsel) due and payable to Agent pursuant to any of the Financing Agreements Other Documents on or before the effectiveness of such increase to the extent relating to such increase.
(de) As of the effective date of any such increase in the a Maximum CreditCredit Increase Effective Date, each reference to the term Maximum Credit and Commitments herein herein, and in any of the other Financing Agreements Other Documents shall be deemed amended to mean the amount of the Maximum Credit and Commitments specified in the most recent written notice from Agent to Administrative Borrower of the increase in the Maximum Credit.
(f) As of the Closing Date, each Loan Party acknowledges, confirms and agrees that Agent and Lenders do not have credit approval to increase the Maximum Credit as in effect on the Closing Date and Commitmentsthe terms and provisions of this Section 2.19 shall not constitute or be deemed to constitute a commitment by Agent or any Lender to increase the Maximum Credit as in effect on the Closing Date.
Appears in 1 contract
Increase in Maximum Credit. (a) Administrative Lead Borrower may, at any time, deliver a written request to Administrative Agent to increase the Maximum Credit. Any such written request shall specify the amount of the requested increase in the Maximum Credit that Administrative Borrower is Borrowers are requesting, provided, that, (i) in no event shall the aggregate amount of any such increase in the Maximum Credit cause the Maximum Credit to exceed $200,000,000300,000,000, (ii) any such request for an increase shall be for an increase of not less than $10,000,00020,000,000, (iii) any such request shall be irrevocable, and (iv) in no event shall there be more than two three (3) such written requests increases and (v) as of the date of any such increase, and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be delivered to Agent in any calendar yearcontinuing.
(b) Upon the receipt by Administrative Agent of a any such written request to increase the Maximum Creditrequest, Administrative Agent shall notify each of the Lenders of such request and each Lender shall have the option (but not the obligation) to increase the amount of its Commitment by an amount up to its Pro Rata Share of the amount of the increase in the Maximum Credit thereof requested by Administrative Lead Borrower as set forth in the notice from Administrative Agent to such Lender. Each Lender shall notify Administrative Agent within thirty fifteen (3015) days after the receipt of such notice of a request for such increase from Administrative Agent whether it is willing to so increase its Commitment, and if so, the amount of such increase; provided, that, (i) the minimum increase in the Commitments of each such Lender providing the additional Commitments shall equal or exceed $1,000,000, and (ii) except as provided in clause (g) below, no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender. If the aggregate amount of the increases in the Commitments received from the Lenders does not equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Lead Borrower, Administrative Agent may seek additional increases from Lenders or Commitments from such Eligible Transferees as it may determine, after consultation with Administrative Lead Borrower. In the event Lenders (or Lenders and any such Eligible Transferees, as the case may be) have committed in writing to provide increases in their Commitments or new Commitments in an aggregate amount in excess of the increase in the Maximum Credit requested by Borrowers or permitted hereunder, Administrative Agent shall then have the right to allocate such commitments, first to Lenders and then to Eligible Transferees, in such amounts and manner as Administrative Agent may determine, after consultation with Borrower Administrative Agent. If the aggregate amount of the increase in Commitments and new Commitments, as the case may be, do not equal or exceed the amount of the increase in the Maximum Credit requested by Lead Borrower, then Lead Borrower in its sole discretion may determine to not proceed with the proposed increase in Maximum Credit; provided, that, Lead Borrower notifies Administrative Agent of such decision not to proceed within three (3) days after Administrative Agent notifes Lead Borrower of the aggregate amount of the increase in Commitments and new Commitments that the Lenders and/or Eligible Assignees have committed to.
(c) In the event of a request to increase the Maximum Credit, the The Maximum Credit shall be increased by the amount of the increase in the applicable Commitments from Lenders or new Commitments from Eligible Transferees, in each case case, except as provided in clause (g) below, selected in accordance with Section 2.3(b)) above, for which Administrative Agent has received Assignment and Acceptances thirty (or other agreements acceptable to Agent) sixty (6030) days after the date of the request by Administrative Lead Borrower for the increase or such earlier date as Administrative Agent and Administrative Lead Borrower may agree (but subject to the satisfaction of the conditions set forth below), whether or not the aggregate amount of the increase in Commitments and new Commitments, as the case may be, equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Lead Borrower in accordance with the terms hereof, effective on the date that each of the following conditions have been satisfied:
(i) Administrative Agent shall have received from each Lender or Eligible Transferee that is providing an additional Commitment as part of the increase in the Maximum Credit, an Assignment and Acceptance (or another agreement acceptable to Agent) duly executed by such Lender or Eligible Transferee and Administrative each Borrower, provided, that, the aggregate Commitments set forth in any such Assignment and Acceptance shall be not less than $1,000,000;
(ii) (ii) the conditions precedent to the making of Revolving Loans set forth in Section 4.2 hereof shall be satisfied as of the date of the increase in the Maximum Credit, both before and after giving effect to such increase;
(iii) Agent shall have received such agreements, documents and instruments (including legal opinions) as Agent may request, in form and substance reasonably satisfactory to Agent;
(iv) such increase in the Maximum Credit Credit, on the date of the effectiveness thereof thereof, shall not violate any applicable law, regulation or order or decree of any court or other Governmental Authority and shall not be enjoined, temporarily, preliminarily or permanently;; and
(viv) there shall have been paid to each Lender and Eligible Transferee providing an additional Commitment in connection with such increase in the Maximum Credit all fees (including any additional commitment fees) and expenses due and payable to such Person on or before the effectiveness of such increase; and
(vi) there shall have been paid to Agent all costs and expenses (including reasonable fees and expenses of counsel) due and payable to Agent pursuant to any of the Financing Agreements on or before the effectiveness of such increase.
(d) As of the effective date of any such increase in the Maximum Credit, each reference to the term Commitments and Maximum Credit and Commitments herein herein, as applicable, and in any of the other Financing Agreements shall be deemed amended to mean the amount of the Commitments and Maximum Credit and Commitments specified in the most recent written notice from Administrative Agent to Administrative Lead Borrower of the increase in the Commitments and Maximum Credit, as applicable.
(e) Effective on the date of each increase in the Maximum Credit pursuant to this Section 2.3, as applicable, each reference in this Agreement to an amount of Excess Availability shall, automatically and without any further action, be deemed to be increased so that the ratio of each amount of Excess Availability to the amount of the Maximum Credit after such increase in the Maximum Credit remains the same as the ratio of such the amount of Excess Availability to the amount of the Maximum Credit prior to such increase in the Maximum Credit.
(f) In the event that, as a result of an increase in the Maximum Credit, the Pro Rata Shares of any Lender or Lenders with respect to any Eurodollar Rate Loans are decreased (other than on the last date of the Interest Period(s) applicable thereto), Borrowers shall pay such Lenders, on the effective date of such increase in the Maximum Credit, break funding compensation with respect to such decrease in the amount that would be due pursuant to Section 3.3(d) hereof had the Borrowers prepaid such Lenders’ interests in such Eurodollar Rate Loans by an amount equal to the decrease.
(g) In connection with any request by Lead Borrower to increase the Maximum Credit in accordance with the terms of this Section 2.3, in the event that Lenders and any Eligible Transferees, as the case may be, have not committed in writing to provide increases in their Commitments or new Commitments in an aggregate amount at least equal to any increase in the Maximum Credit requested by Borrowers or permitted hereunder within ten (10) Business Days of such request by Lead Borrower, Xxxxx and Bank of America hereby agree to provide such increases in their Commitments, on a pro rata basis as set forth below, in an amount equal to the difference between the amount so requested by Lead Borrower and the amount so committed by Lenders and any Eligible Transferees, as the case may be, up to $35,000,000 in the aggregate for all such requests (on a pro-rata basis which reflects Xxxxx committing up to the aggregate amount of $20,000,000 and which reflects Bank of America committing up to the aggregate amount of $15,000,000), provided, that, as of the date of any such increase and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing. In no event shall Xxxxx be obligated to increase its Commitment pursuant to this Section 2.3 in excess of $20,000,000. In no event shall Bank of America be obligated to increase its Commitment pursuant to this Section 2.3 in excess of $15,000,000.
Appears in 1 contract
Increase in Maximum Credit. (a) Administrative Borrower may, at any time, deliver a written request From time to Agent to increase the Maximum Credit. Any such written request shall specify the amount of the requested increase in time the Maximum Credit may be increased (each increase that Administrative Borrower is requestingsatisfies the terms and conditions of this Section, provided, that, an “Approved Increase”) by an amount not in excess of the Available Increase Amount at the option of Borrowers by delivery of a written notice from Borrowers of a proposed increase to Agent if and only if (i) each of the conditions precedent set forth in no event shall Section 4.2 are satisfied as of the aggregate amount Increase Effective Date (as if Borrowers were requesting an extension of any increase in the Maximum Credit cause the Maximum Credit to exceed $200,000,000credit hereunder), (ii) Lenders or other Persons commit to increase or provide Commitments in an aggregate amount equal to the Approved Increase in accordance with Section 2.5(c), and (iii) Borrowers shall have (A) reached agreement with the prospective new Lenders (the “Prospective Lenders”) with respect to the amount of any supplemental closing fee to be paid to such request Prospective Lenders on the Increase Effective Date and shall have communicated the amount of such supplemental closing fee to Agent (which closing fee shall not exceed 0.65%), and (B) paid any fees described in clause (A) above to Agent for an the account of the Prospective Lenders and Agent, as applicable. Each such notice shall specify the date on which the proposed increase is to be effective (the “Increase Effective Date”), which date shall not be less than 10 Business Days after the date of such notice. Each proposed increase shall be for in an increase amount of not less than at least $10,000,000, (iii) any such request shall be irrevocable, 5,000,000 and (iv) integral multiples of $5,000,000 in no event shall more than two such written requests be delivered to Agent in any calendar yearexcess thereof.
(b) Upon the receipt by Agent of a written request to increase the Maximum Credit, Agent shall notify So long as each of the Lenders of such request and each Lender shall have the option (but not the obligation) to increase the amount of its Commitment by an amount up to its Pro Rata Share of the amount of the increase in the Maximum Credit requested by Administrative Borrower as requirements set forth in Section 2.2(a) are satisfied, the notice from Agent increased Maximum Credit with respect to such Lender. Each Lender an Approved Increase shall notify Agent within thirty (30) days after the receipt become effective, as of such notice of a request for such increase from Increase Effective Date.
(c) Agent whether it is willing shall invite each Lender to so increase its Commitment, and if so, the amount of such increase; provided, that, Commitment (it being understood that no Lender shall be obligated to provide such increase in its Commitment and the determination Commitment) and, if sufficient Lenders do not agree to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender. If the aggregate amount of the increases in the Commitments received from the Lenders does not equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower, Agent may seek additional increases from Lenders or Commitments from such Eligible Transferees as it may determine, after consultation with Administrative Borrower. In the event Lenders (or Lenders and any such Eligible Transferees, as the case may be) have committed in writing to provide increases in their Commitments or new Commitments in an aggregate amount in excess of equal to the increase in the Maximum Credit requested by Borrowers or permitted hereunderApproved Increase, Agent shall then have the right may invite any other Person who is reasonably satisfactory to allocate such commitments, first to Lenders and then to Eligible Transferees, in such amounts and manner as Agent may determine, after consultation with Administrative Borrower.
(c) In the event of a request to increase the Maximum Credit, the Maximum Credit shall be increased by the amount of the increase in Commitments from Lenders or new Commitments from Eligible Transferees, in each case selected in accordance with Section 2.3(b), for which Agent has received Assignment and Acceptances (or other agreements acceptable to Agent) sixty (60) days after the date of the request by Administrative Borrower for the increase or such earlier date as Agent and Administrative Borrower may agree (but subject Borrowers to the satisfaction of the conditions set forth below), whether or not the aggregate amount of the increase become a Lender in Commitments and new Commitments, as the case may be, equal or exceed the amount of the increase in the Maximum Credit requested connection with an Approved Increase by Administrative Borrower in accordance with the terms hereof, effective on the date that each of the following conditions have been satisfied:
(i) Agent shall have received from each Lender or Eligible Transferee that is providing an additional Commitment as part of the increase in the Maximum Credit, an Assignment and Acceptance (or another agreement acceptable to Agent) duly executed by such Lender or Eligible Transferee and Administrative Borrower;
(ii) the conditions precedent to the making of Revolving Loans set forth in Section 4.2 hereof shall be satisfied as of the date of the increase in the Maximum Credit, both before and after giving effect to such increase;
(iii) Agent shall have received such agreements, documents and instruments (including legal opinions) as Agent may requestexecuting a joinder agreement, in form and substance reasonably satisfactory to Agent;
, to which such Person, Borrowers, and Agent are party (iv) such increase in the Maximum Credit on “Increase Joinder”). Such Increase Joinder or any other joinder agreement reasonably acceptable to the date of the effectiveness thereof shall not violate any applicable law, regulation or order or decree of any court or other Governmental Authority Borrowers and shall not be enjoined, temporarily, preliminarily or permanently;
(v) there shall have been paid to each Lender and Eligible Transferee providing an additional Commitment Agent in connection with such increase any Approved Increase may, with the consent of Borrowers and Agent (but without the consent of the Required Lenders or any other Lender other than Prospective Lenders and any existing Lender participating in the Maximum Credit all fees (including any additional commitment fees) due applicable Approved Increase), effect such amendments to this Agreement and payable to such Person on or before the effectiveness of such increase; and
(vi) there shall have been paid to Agent all costs and expenses (including reasonable fees and expenses of counsel) due and payable to Agent pursuant to any of the other Financing Agreements on as may be necessary or before appropriate, in the effectiveness *** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. opinion of such increaseAgent, to effectuate the provisions of this Section 2.5; provided, however, that any amendment to cure any ambiguity, defect, or inconsistency as may be necessary or appropriate, in the opinion of Agent shall require only the consent of Borrowers and Agent.
(d) As To the extent any Revolving Loans, Term Loans, or Letter of Credit Accommodations are outstanding on the Increase Effective Date, each of the effective date of Lenders having a Commitment prior to the Increase Effective Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Commitment on the Increase Effective Date (the “Post-Increase Revolver Lenders”), and such increase Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Maximum CreditRevolving Loans, each reference Term Loans and participation interests in Letter of Credit Accommodations on such Increase Effective Date as shall be necessary in order that, after giving effect to the term Maximum all such assignments and purchases, such Revolving Loans, Term Loans, and participation interests in Letter of Credit Accommodations will be held by Pre-Increase Revolver Lenders and Commitments herein and Post-Increase Revolver Lenders ratably in any accordance with their Pro Rata Share (calculated under clause (c) of the other definition of Pro Rata Share) after giving effect to such increased Commitments.
(e) Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the liens granted by the Financing Agreements shall continue to be deemed amended perfected under the UCC or otherwise after giving effect to mean the amount of the Maximum Credit and Commitments specified in the most recent written notice from Agent to Administrative Borrower of the increase in the Maximum Credit and the establishment of any such new Commitments.
Appears in 1 contract
Increase in Maximum Credit. (a) Subject to Section 2.19(f) below, Administrative Borrower Loan Party may, at any time, deliver a written request to Agent to increase the Maximum Credit. Any ; provided, that, (i) any such increase shall be subject to the consent of Agent and satisfaction of each of the conditions set forth in Section 2.19(c) below, (ii) any such written request shall specify the amount of the requested increase in the Maximum Credit that Administrative Borrower Loan Party is requesting, provided, that, ; (iiii) in no event shall the aggregate amount of any increase and all such increases in the Maximum Credit shall not exceed $15,000,000 or cause the Maximum Credit to exceed $200,000,00065,000,000, (iiiv) any such request for an the amount of each increase in the Maximum Credit shall not be for an increase of not less than $10,000,0005,000,000, (iiiv) such requests may not be made more than two (2) times during any calendar year or more than three (3) times during the Term, and (vi) any such request shall be irrevocable, and (iv) in no event shall more than two such written requests be delivered to Agent in any calendar year.
(b) Upon the receipt by Agent of a any such written request to increase the Maximum Creditrequest, Agent shall notify each of the Lenders of such request and each Lender (other than Defaulting Lenders, Impacted Lenders and Prior Defaulting/Impacted Lender) shall have the option (but not the obligation) to increase the amount of its Revolver Commitment by an amount up to approved by Agent in its Pro Rata Share sole discretion of the amount of the increase in the Maximum Credit requested by Administrative Borrower Loan Party as set forth in the notice from Agent to such Lender. Each Lender shall notify Agent within thirty ten (3010) days after the receipt of such notice of a request for such increase from Agent whether it is willing to so increase its Revolver Commitment, and if so, the amount of such increase; provided, that, (i) the minimum increase in the Revolving Commitment of each such Lender providing the additional Revolver Commitment shall equal or exceed $2,500,000, and (ii) no Lender shall be obligated to provide such increase in its Revolver Commitment and the determination to increase the Revolver Commitment of a Lender shall be within the sole and absolute discretion of such Lender. If the aggregate amount of the increases in the Revolver Commitments received from the Lenders does not equal or exceed the amount of the increase in the Maximum Credit Revolving Advances Amount requested by Administrative BorrowerLoan Party, Agent or Administrative Loan Party may seek additional increases from Lenders (other than Defaulting Lenders, Impacted Lenders or Prior Defaulting/Impacted Lender) or Revolver Commitments from such Eligible Transferees Qualified Assignees as it may determine, after after, in the case of Administrative Loan Party, consultation with Administrative BorrowerAgent. In the event Lenders (or Lenders and any such Eligible TransfereesQualified Assignees, as the case may be) have committed in writing to provide increases in their Revolver Commitments or new Revolver Commitments in an aggregate amount in excess of the increase in the Maximum Credit requested by Borrowers Administrative Loan Party or permitted hereunder, Agent shall then have the right to allocate such commitments, first to Lenders and then to Eligible TransfereesQualified Assignees, in such amounts and manner as Agent may determine, after consultation with Administrative BorrowerLoan Party.
(c) In the event of a request to increase the Maximum Credit, the The Maximum Credit shall be increased by the amount of the increase in Revolver Commitments from Lenders or new Commitments from Eligible TransfereesQualified Assignees, in each case selected in accordance with Section 2.3(b)2.19(b) above, for which Agent has received Assignment written confirmation in from and Acceptances (substance satisfactory to Agent from such Lenders or other agreements acceptable to Agent) sixty (60) days after Qualified Assignees, as applicable, on the date of the request requested by Administrative Borrower Loan Party for the increase or such earlier other date as Agent and Administrative Borrower Loan Party may agree (but subject to the satisfaction of the conditions set forth below), whether or not the aggregate amount of the increase in Revolver Commitments and new Revolver Commitments, as the case may be, equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower Loan Party in accordance with the terms hereofhereof (but in no event shall the Maximum Revolver Amount be increased above the amounts described in Section 2.19(a)), effective on the date that Agent notifies Administrative Loan Party that each of the following conditions have been satisfied:satisfied (such date being the “Maximum Credit Increase Effective Date”):
(i) Agent shall have received from each Lender or Eligible Transferee Qualified Assignee that is providing an additional Revolver Commitment as part of the increase in the Maximum Credit, an Assignment and Acceptance (or another agreement acceptable to Agent) a written confirmation described above duly executed by such Lender or Eligible Transferee Qualified Assignee, Agent and Administrative BorrowerLoan Party;
(ii) the conditions precedent to the making of Revolving Loans Advances set forth in Section 4.2 hereof 8.2 shall be satisfied as of the date of the increase in the Maximum Credit, both before and after giving effect to such increaseincrease whether or not an Advance is then being made;
(iii) Upon the request of Agent, Agent shall have received such agreements, documents and instruments (including legal opinions) as Agent may request, an opinion of counsel to Loan Parties in form and substance and from counsel reasonably satisfactory to AgentAgent addressing such matters as Agent may reasonably request (including an opinion that such increase shall not violate Material Contracts of Loan Parties), amendments to Mortgages and any other documents and agreements required by Agent with respect thereto;
(iv) such increase in the Maximum Credit on the date of the effectiveness thereof shall not violate any term or provisions of any applicable law, regulation or order or decree of any court or other Governmental Authority Body and shall not be enjoined, temporarily, preliminarily or permanently;
(v) there shall have been paid to each Lender and Eligible Transferee Qualified Assignee, in each case, providing an additional Revolver Commitment in connection with such increase in the Maximum Credit all fees (including any additional commitment fees) and expenses due and payable to such Person on or before the effectiveness of such increase, including, without limitation, all such fees payable pursuant to the Fee Letter; and
(vi) there Agent shall have received an executed certificate of a senior officer of Administrative Loan Party, together with authorizing resolutions approving the increase in the Maximum Credit and all related amendments hereto and to the Other Documents in connection therewith, and certifying that Loan Parties are in compliance with all conditions hereunder to the effectiveness of an increase in the Maximum Credit, together with such other information as Agent may require, in each case in form and substance satisfactory to Agent.
(d) There shall have been paid to Agent, for the account of Agent and Lenders (in accordance with any agreement among them) all costs fees and expenses (including reasonable fees and expenses of counsel) due and payable to Agent pursuant to any of the Financing Agreements Other Documents on or before the effectiveness of such increase to the extent relating to such increase.
(de) As of the effective date of any such increase in the a Maximum CreditCredit Increase Effective Date, each reference to the term Maximum Credit and Commitments herein herein, and in any of the other Financing Agreements Other Documents shall be deemed amended to mean the amount of the Maximum Credit and Commitments specified in the most recent written notice from Agent to Administrative Borrower Loan Party of the increase in the Maximum Credit.
(f) As of the Closing Date, each Loan Party acknowledges, confirms and agrees that Agent and Lenders do not have credit approval to increase the Maximum Credit as in effect on the Closing Date and Commitmentsthe terms and provisions of this Section 2.19 shall not constitute or be deemed to constitute a commitment by Agent or any Lender to increase the Maximum Credit as in effect on the Closing Date.
(g) To the extent of any contradiction or inconsistency between the terms and conditions set forth in this Section 2.19 and any other provision of this Agreement or any Other Document in respect of settlements, amendments, or otherwise, the provisions of this Section 2.19 shall prevail.
Appears in 1 contract
Samples: Loan and Security Agreement (American Outdoor Brands, Inc.)
Increase in Maximum Credit. (a) Administrative Borrower may, at any time, deliver a written request The Maximum Credit shall increase from $25,000,000 to Agent to increase $50,000,000 on the Maximum Credit. Any such written request shall specify the amount date of the requested increase in redemption by Borrower of the Maximum Credit that Administrative Borrower is requestingExisting Notes (the "Redemption Date"), provided, that, (i) in no event shall the aggregate amount of any increase in the Maximum Credit cause the Maximum Credit to exceed $200,000,000, (ii) any such request for an increase shall be for an increase of not less than $10,000,000, (iii) any such request shall be irrevocable, and (iv) in no event shall more than two such written requests be delivered to Agent in any calendar year.
(b) Upon the receipt by Agent of a written request to increase the Maximum Credit, Agent shall notify each of the Lenders of such request and each Lender shall have the option (but not the obligation) to increase the amount of its Commitment by an amount up to its Pro Rata Share of the amount of the increase in the Maximum Credit requested by Administrative Borrower as set forth in the notice from Agent to such Lender. Each Lender shall notify Agent within thirty (30) days after the receipt of such notice of a request for such increase from Agent whether it is willing to so increase its Commitment, and if so, the amount of such increase; provided, that, no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender. If the aggregate amount of the increases in the Commitments received from the Lenders does not equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower, Agent may seek additional increases from Lenders or Commitments from such Eligible Transferees as it may determine, after consultation with Administrative Borrower. In the event Lenders (or Lenders and any such Eligible Transferees, as the case may be) have committed in writing to provide increases in their Commitments or new Commitments in an aggregate amount in excess of the increase in the Maximum Credit requested by Borrowers or permitted hereunder, Agent shall then have the right to allocate such commitments, first to Lenders and then to Eligible Transferees, in such amounts and manner as Agent may determine, after consultation with Administrative Borrower.
(c) In the event of a request to increase the Maximum Credit, the Maximum Credit shall be increased by the amount of the increase in Commitments from Lenders or new Commitments from Eligible Transferees, in each case selected in accordance with Section 2.3(b), for which Agent has received Assignment and Acceptances (or other agreements acceptable to Agent) sixty (60) days after the date of the request by Administrative Borrower for the increase or such earlier date as Agent and Administrative Borrower may agree (but subject to the satisfaction of the conditions set forth below), whether or not the aggregate amount of the increase in Commitments and new Commitments, as the case may be, equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower in accordance with the terms hereof, effective on the date that each of the following conditions have been satisfiedis satisfied in a manner reasonably satisfactory to Agent:
(ia) the Existing Notes shall be redeemed on the date set forth in the written notices of redemption given on the date hereof to the holders of the Existing Notes in accordance with the applicable provisions of the Existing Senior Note Indenture and the Existing Subordinated Note Indenture;
(b) the initial Loans to Borrower on the Redemption Date shall be used to pay the amount required to be paid by Borrower to redeem the Existing Notes as provided for herein, after all of the net cash proceeds received by Borrower from the Borrower Debt Offering have been used to redeem the Existing Notes;
(c) Agent shall have received from each Lender or Eligible Transferee that is providing an additional Commitment as part of the increase in the Maximum Credit, an Assignment and Acceptance (or another agreement acceptable to Agent) duly executed by such Lender or Eligible Transferee and Administrative Borrower;
(ii) the conditions precedent to the making of Revolving Loans set forth in Section 4.2 hereof shall be satisfied as of the date of the increase in the Maximum Credit, both before and after giving effect to such increase;
(iii) Agent shall have received such agreements, documents and instruments (including legal opinions) as Agent may requestevidence, in form and substance reasonably satisfactory to Agent;
(iv) such increase in the Maximum Credit , that on the date Redemption Date, the sum of (i) the then remaining proceeds of the effectiveness thereof net cash proceeds received by Borrower from the Borrower Debt Offering together with any interest or dividends thereon (all of which shall not violate be available without restriction or condition for payment to the holders of the Existing Notes) plus (ii) the amount equal to (A) the Excess Availability as of such date minus (B) $5,000,000, is equal to or greater than the amount required to pay in full all principal, interest, premiums and any applicable law, regulation or order or decree of any court or other Governmental Authority and shall not amounts required to be enjoined, temporarily, preliminarily or permanently;
(v) there shall have been paid to each Lender redeem the Existing Notes in accordance with the applicable provisions of the Existing Senior Note Indenture and Eligible Transferee providing an additional Commitment in connection with such increase in the Maximum Credit all fees (including any additional commitment fees) due and payable to such Person on or before the effectiveness of such increaseExisting Subordinated Note Indenture; and
(vid) there Agent shall have been paid received evidence, in form and substance reasonably satisfactory to Agent, that Agent all costs has valid perfected and expenses (including reasonable fees first priority security interests in and expenses of counsel) due mortgages and payable to Agent pursuant to any of liens upon the Financing Agreements Real Property, the Equipment and the related assets as described on or before the effectiveness of such increase.
(d) As of the effective date of any such increase in the Maximum CreditSchedule 3.3 hereto, each reference subject only to the term Maximum Credit security interests and Commitments liens permitted herein and or in any of the other Financing Agreements Agreements;
(e) all requisite corporate action and proceedings in connection with the grant to Agent of a security interest in and mortgage and lien upon the Real Property, the Equipment and the related assets described on Schedule 3.3 hereto, shall be deemed amended reasonably satisfactory in form and substance to mean Agent, and Agent shall have received all information and copies of all documents, including, without limitation, records of requisite corporate actions and proceeds which Agent may have reasonably requested in connection therewith, such documents where requested by Agent or its counsel to be certified by appropriate corporate officers or governmental authorities;
(f) Agent shall have received, in form and substance reasonably satisfactory to Agent, a valid and effective title insurance policy issued by a company and agent acceptable to Agent (i) insuring the priority, amount and sufficiency of the Maximum Credit appropriate Mortgage Documents, (ii) insuring against matters that would be disclosed by surveys and Commitments specified (iii) containing any legally available endorsements, assurances or affirmative coverage requested by Agent for protection of its interests;
(g) Agent shall have received, in form and substance reasonably satisfactory to Agent, an amendment to this Agreement to amend the most recent written definition of Collateral to include the Real Property, the Equipment and the related assets described on Schedule 3.3 hereto and such other matters as Agent may reasonably request, duly authorized, executed and delivered by Borrower;
(h) Agent shall have received, in form and substance reasonably satisfactory to Agent, an equipment security agreement granting to Agent, for the ratable benefit of Lenders, a security interest in and lien upon the Equipment and related assets described on Schedule 3.3 hereto, and containing such other terms and provisions with respect thereto as Agent may reasonably require, related Uniform Commercial Code financing statements, the Mortgage Documents and such other agreements, documents and instruments as Agent may reasonably require in connection therewith, in each case duly authorized, executed and delivered by Borrower;
(i) Agent shall have received, in form and substance reasonably satisfactory to Agent, such opinion letters of counsel to Borrower with respect to the agreements delivered to Lender pursuant to Section 3.3(h) above and such other matters related thereto as Agent may reasonably request; and
(j) no Event of Default or act, condition or event which with notice from Agent to Administrative Borrower or passage of the increase in the Maximum Credit and Commitmentstime or both would constitute an Event of Default shall exist or have occurred.
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Increase in Maximum Credit. (a) Subject to Section 2.20(f) below, Administrative Borrower may, at any time, deliver a written request to Agent to increase the Maximum Credit. Any ; provided, that, (i) any such increase shall be subject to the consent of Agent and satisfaction of each of the conditions set forth in Section 2.4(c) below, (ii) any such written request shall specify the amount of the requested increase in the Maximum Credit that Administrative Borrower is requesting, provided, that, ; (iiii) in no event shall the aggregate amount of any increase and all such increases in the Maximum Credit shall not exceed Twenty-Five Million ($25,000,000) Dollars or cause the Maximum Credit to exceed One Hundred Million ($200,000,000100,000,000) Dollars, (iiiv) any such request for an the amount of each increase in the Maximum Credit shall not be for an increase of not less than Ten Million ($10,000,000) Dollars, (iiiv) such requests may not be made on more than one (1) occasion during any calendar year or on more than two (2) occasions times during the Term, and (vi) any such request shall be irrevocable, and (iv) in no event shall more than two such written requests be delivered to Agent in any calendar year.
(b) Upon the receipt by Agent of a any such written request to increase the Maximum Creditrequest, Agent shall notify each of the Lenders of such request and each Lender (other than Defaulting Lenders, Impacted Lenders and Prior Defaulting/Impacted Lender) shall have the option (but not the obligation) to increase the amount of its Revolver Commitment by an amount up to approved by Agent in its Pro Rata Share sole discretion of the amount of the increase in the Maximum Credit requested by Administrative Borrower as set forth in the notice from Agent to such Lender. Each Lender shall notify Agent within thirty ten (3010) days after the receipt of such notice of a request for such increase from Agent whether it is willing to so increase its Revolver Commitment, and if so, the amount of such increase; provided, that, no Lender shall be obligated to provide such increase in its Revolver Commitment and the determination to increase the Revolver Commitment of a Lender shall be within the sole and absolute discretion of such Lender. If the aggregate amount of the increases in the Revolver Commitments received from the Lenders does not equal or exceed the amount of the increase in the Maximum Credit Revolving Advances Amount requested by Administrative Borrower, Agent or Administrative Borrower may seek additional increases from Lenders (other than Defaulting Lenders, Impacted Lenders or Prior Defaulting/Impacted Lender) or Revolver Commitments from such Eligible Transferees Qualified Assignees as it may determine, after after, in the case of Administrative Borrower, consultation with Administrative BorrowerAgent. In the event Lenders (or Lenders and any such Eligible TransfereesQualified Assignees, as the case may be) have committed in writing to provide increases in their Revolver Commitments or new Revolver Commitments in an aggregate amount in excess of the increase in the Maximum Credit requested by Borrowers Administrative Borrower or permitted hereunder, Agent shall then have the right to allocate such commitments, first to Lenders and then to Eligible TransfereesQualified Assignees, in such amounts and manner as Agent may determine, after consultation with Administrative Borrower.
(c) In the event of a request to increase the Maximum Credit, the The Maximum Credit shall be increased by the amount of the increase in Revolver Commitments from Lenders or new Commitments from Eligible TransfereesQualified Assignees, in each case selected in accordance with Section 2.3(b)2.20(b) above, for which Agent has received Assignment written confirmation in form and Acceptances (substance satisfactory to Agent from such Lenders or other agreements acceptable to Agent) sixty (60) days after Qualified Assignees, as applicable, on the date of the request requested by Administrative Borrower for the increase or such earlier other date as Agent and Administrative Borrower may agree (but subject to the satisfaction of the conditions set forth below), whether or not the aggregate amount of the increase in Revolver Commitments and new Revolver Commitments, as the case may be, equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower in accordance with the terms hereofhereof (but in no event shall the Maximum Credit be increased above the amounts described in Section 2.20(a)), effective on the date that Agent notifies Administrative Borrower that each of the following conditions have been satisfied:satisfied (such date being the “Maximum Credit Increase Effective Date”):
(i) Agent shall have received from each Lender or Eligible Transferee Qualified Assignee that is providing an additional Revolver Commitment as part of the increase in the Maximum Credit, an Assignment and Acceptance (or another agreement acceptable to Agent) a written confirmation described above duly executed by such Lender or Eligible Transferee Qualified Assignee, Agent and Administrative Borrower;
(ii) the conditions precedent to the making of Revolving Loans Advances set forth in Section 4.2 hereof 8.2 shall be satisfied as of the date of the increase in the Maximum Credit, both before and after giving effect to such increaseincrease whether or not an Advance is then being made;
(iii) upon the request of Agent, Agent shall have received such agreements, documents and instruments (including legal opinions) as Agent may request, an opinion of counsel to Loan Parties in form and substance and from counsel reasonably satisfactory to AgentAgent addressing such matters as Agent may reasonably request (including an opinion that such increase in the Maximum Credit shall not violate Section 4.14(b) of the Senior Unsecured Notes Indenture (regarding “Permitted Debt” under and as defined therein) or any other Material Contracts of Loan Parties), amendments to Mortgages and any other documents and agreements required by Agent with respect thereto;
(iv) such increase in the Maximum Credit on the date of the effectiveness thereof shall not violate any term or provisions of any applicable law, regulation or order or decree of any court or other Governmental Authority Body and shall not be enjoined, temporarily, preliminarily or permanently;
(v) there shall have been paid to each Lender and Eligible Transferee Qualified Assignee, in each case, providing an additional Revolver Commitment in connection with such increase in the Maximum Credit all fees (including any additional commitment fees) and expenses due and payable to such Person on or before the effectiveness of such increase; and
(vi) Agent shall have received evidence satisfactory to Agent in its sole discretion that such increase in the Maximum Credit shall not violate Section 4.14(b) of the Senior Unsecured Notes Indenture and that all Obligations at any time arising hereunder, after giving effect to such increase in the Maximum Credit, shall constitute “Permitted Debt” under and as defined therein;
(d) there shall have been paid to Agent, for the account of the Agent and Lenders (in accordance with any agreement among them) all costs fees and expenses (including reasonable fees and expenses of counsel) due and payable to Agent pursuant to any of the Financing Agreements Other Documents on or before the effectiveness of such increase to the extent relating to such increase.
(de) As of the effective date of any such increase in the a Maximum CreditCredit Increase Effective Date, each reference to the term Maximum Credit and Commitments herein herein, and in any of the other Financing Agreements Other Documents shall be deemed amended to mean the amount of the Maximum Credit and Commitments specified in the most recent written notice from Agent to Administrative Borrower of the increase in the Maximum Credit.
(f) As of the Closing Date, each Loan Party acknowledges, confirms and agrees that Agent and Lenders do not have credit approval to increase the Maximum Credit as in effect on the Closing Date and Commitmentsthe terms and provisions of this Section 2.20 shall not constitute or be deemed to constitute a commitment by Agent or any Lender to increase the Maximum Credit as in effect on the Closing Date.
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Samples: Loan and Security Agreement (Forbes Energy International, LLC)
Increase in Maximum Credit. (a) Administrative Borrower may, at any time, deliver a written request to Agent to increase the Maximum Credit. Any such written request shall specify the amount of the requested increase in the Maximum Credit that Administrative Borrower is requesting, provided, that, (i) in no event shall the aggregate amount of any such increase in the Maximum Credit cause the Maximum Credit to exceed $200,000,000125,000,000, (ii) any such request for an increase shall be for an increase of not less than $10,000,0005,000,000, (iii) any such request shall be irrevocable, and (iv) in no event shall more than two one such written requests request be delivered to Agent in any calendar yearquarter.
(b) Upon the receipt by Agent of a any such written request to increase the Maximum Creditrequest, Agent shall notify each of the Lenders of such request and each Lender shall have the option (but not the obligation) to increase the amount of its Commitment by an amount up to its Pro Rata Share of the amount of the increase in the Maximum Credit requested by Administrative Borrower as set forth in the notice seek increased Commitments from Agent to such Lender. Each Lender shall notify Agent within thirty (30) days after the receipt of such notice of a request for such increase from Agent whether it is willing to so increase its Commitment, and if so, the amount of such increase; provided, that, no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender. If the aggregate amount of the increases in the Commitments received from the Lenders does not equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower, Agent may seek additional increases from existing Lenders or new Commitments from such Eligible Transferees as it may determine, after consultation with Administrative Borrower. In the event Lenders (or Lenders and any such Eligible Transferees, as the case may be) have committed in writing to provide increases in their Commitments or new Commitments in an aggregate amount in excess of the increase in the Maximum Credit requested by Borrowers Borrower or permitted hereunder, Agent shall then have the right to allocate such commitments, first to Lenders and then to Eligible Transferees, commitments in such amounts and manner as Agent may determine, after consultation with Administrative Borrower. No Lender shall be obligated to provide an increase in its Commitment, and any determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender.
(c) In the event of a request to increase the Maximum Credit, the The Maximum Credit shall be increased by the amount of the increase in Commitments from Lenders or new Commitments from Eligible Transferees, in each case selected in accordance with Section 2.3(b)allocated by Agent as provided above, for which Agent has received Assignment and Acceptances thirty (or other agreements acceptable to Agent) sixty (6030) days after the date of the request by Administrative Borrower for the increase or such earlier date as Agent and Administrative Borrower may agree (but subject to the satisfaction of the conditions set forth below), whether or not the aggregate amount of the increase in Commitments and new Commitments, as the case may be, equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower in accordance with the terms hereof, effective on the date that each of the following conditions have been satisfied:
(i) Agent shall have received from each Lender or Eligible Transferee that is providing an additional or new Commitment as part of the increase in the Maximum Credit, an Assignment and Acceptance (or another agreement acceptable to Agent) duly executed by such Lender or Eligible Transferee and Administrative Borrower, provided, that, the aggregate Commitments set forth in such Assignment and Acceptance(s) shall be not less than $5,000,000;
(ii) the conditions precedent to the making of Revolving Loans set forth in Section 4.2 hereof shall be satisfied as of the date of the increase in the Maximum Credit, both before and after giving effect to such increase;
(iii) Agent shall have received such agreements, documents and instruments (including legal opinions) as Agent may request, an opinion of counsel to Borrower in form and substance and from counsel reasonably satisfactory to AgentAgent addressing such matters as Agent may reasonably request (including an opinion as to no conflicts with other Indebtedness);
(iv) such increase in the Maximum Credit on the date of the effectiveness thereof shall not violate any applicable law, regulation or order or decree of any court or other Governmental Authority and shall not be enjoined, temporarily, preliminarily or permanently;
(v) there shall have been paid to each Lender and Eligible Transferee providing an additional or new Commitment in connection with such increase in the Maximum Credit all fees (including any additional commitment fees) and expenses due and payable to such Person on or before the effectiveness of such increase; and
(vi) there shall have been paid to Agent, for the account of Agent and Lenders (in accordance with any agreement among them), all costs fees and expenses (including reasonable fees and expenses of counsel) due and payable to Agent pursuant to any of the Financing Agreements on or before the effectiveness of such increase.
(d) As of the effective date of any such increase in the Maximum Credit, each reference to the term Maximum Credit and Commitments herein herein, and in any of the other Financing Agreements shall be deemed amended to mean the amount of the Maximum Credit and Commitments specified in the most recent written notice from Agent to Administrative Borrower of the increase in the Maximum Credit and CommitmentsCredit.
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Increase in Maximum Credit. (a) Administrative Borrower mayThe Maximum Credit may be increased (the increase that satisfies the terms and conditions of this Section, the “Approved Increase”) by an amount equal to $10,000,000 at any time, deliver the option of Borrowers by delivery of a written request notice from Borrowers of the proposed increase to Agent to increase the Maximum Credit. Any such written request shall specify the amount of the requested increase in the Maximum Credit that Administrative Borrower is requesting, provided, that, if and only if (i) each of the conditions precedent set forth in no event shall Section 4.2 are satisfied as of the aggregate amount Increase Effective Date (as if Borrowers were requesting an extension of any increase in the Maximum Credit cause the Maximum Credit to exceed $200,000,000credit hereunder), (ii) any such request for Lenders or other Persons commit to increase or provide Commitments in an increase shall be for an increase of not less than $10,000,000aggregate amount equal to the Approved Increase in accordance with Section 2.5(c), and (iii) Borrowers shall have (A) reached agreement with the prospective new Lenders (the “Prospective Lenders”) with respect to the amount of any supplemental closing fee to be paid to such request Prospective Lenders on the Increase Effective Date and shall be irrevocablehave communicated the amount of such supplemental closing fee to Agent (which closing fee shall not exceed 0.65%), and (ivB) paid any fees described in no event shall more than two such written requests be delivered clause (A) above to Agent in any calendar yearfor the account of the Prospective Lenders and Agent, as applicable. The notice shall specify the date on which the proposed increase is to be effective (the “Increase Effective Date”), which date shall not be less than 10 Business Days after the date of such notice.
(b) Upon the receipt by Agent of a written request to increase the Maximum Credit, Agent shall notify So long as each of the Lenders of such request and each Lender shall have the option (but not the obligation) to increase the amount of its Commitment by an amount up to its Pro Rata Share of the amount of the increase in the Maximum Credit requested by Administrative Borrower as requirements set forth in Section 2.2(a) are satisfied, the notice from Agent increased Maximum Credit with respect to such Lender. Each Lender the Approved Increase shall notify Agent within thirty (30) days after the receipt become effective, as of such notice of a request for such increase from Increase Effective Date.
(c) Agent whether it is willing shall invite each Lender to so increase its Commitment, and if so, the amount of such increase; provided, that, Commitment (it being understood that no Lender shall be obligated to provide such increase in its Commitment and the determination Commitment) and, if sufficient Lenders do not agree to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender. If the aggregate amount of the increases in the Commitments received from the Lenders does not equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower, Agent may seek additional increases from Lenders or Commitments from such Eligible Transferees as it may determine, after consultation with Administrative Borrower. In the event Lenders (or Lenders and any such Eligible Transferees, as the case may be) have committed in writing to provide increases in their Commitments or new Commitments in an aggregate amount in excess of equal to the increase in the Maximum Credit requested by Borrowers or permitted hereunderApproved Increase, Agent shall then have the right may invite any other Person who is reasonably satisfactory to allocate such commitments, first to Lenders and then to Eligible Transferees, in such amounts and manner as Agent may determine, after consultation with Administrative Borrower.
(c) In the event of a request to increase the Maximum Credit, the Maximum Credit shall be increased by the amount of the increase in Commitments from Lenders or new Commitments from Eligible Transferees, in each case selected in accordance with Section 2.3(b), for which Agent has received Assignment and Acceptances (or other agreements acceptable to Agent) sixty (60) days after the date of the request by Administrative Borrower for the increase or such earlier date as Agent and Administrative Borrower may agree (but subject Borrowers to the satisfaction of the conditions set forth below), whether or not the aggregate amount of the increase become a Lender in Commitments and new Commitments, as the case may be, equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower in accordance connection with the terms hereof, effective on the date that each of the following conditions have been satisfied:
(i) Agent shall have received from each Lender or Eligible Transferee that is providing an additional Commitment as part of the increase in the Maximum Credit, an Assignment and Acceptance (or another agreement acceptable to Agent) duly executed Approved Increase by such Lender or Eligible Transferee and Administrative Borrower;
(ii) the conditions precedent to the making of Revolving Loans set forth in Section 4.2 hereof shall be satisfied as of the date of the increase in the Maximum Credit, both before and after giving effect to such increase;
(iii) Agent shall have received such agreements, documents and instruments (including legal opinions) as Agent may requestexecuting a joinder agreement, in form and substance reasonably satisfactory to Agent;
, to which such Person, Borrowers, and Agent are party (iv) such increase in the Maximum Credit on “Increase Joinder”). Such Increase Joinder or any other joinder agreement reasonably acceptable to the date of the effectiveness thereof shall not violate any applicable law, regulation or order or decree of any court or other Governmental Authority Borrowers and shall not be enjoined, temporarily, preliminarily or permanently;
(v) there shall have been paid to each Lender and Eligible Transferee providing an additional Commitment Agent in connection with such increase the Approved Increase may, with the consent of Borrowers and Agent (but without the consent of the Required Lenders or any other Lender other than Prospective Lenders and any existing Lender participating in the Maximum Credit all fees (including any additional commitment fees) due Approved Increase), effect such amendments to this Agreement and payable to such Person on or before the effectiveness of such increase; and
(vi) there shall have been paid to Agent all costs and expenses (including reasonable fees and expenses of counsel) due and payable to Agent pursuant to any of the other Financing Agreements on as may be necessary or before appropriate, in the effectiveness opinion of such increaseAgent, to effectuate the provisions of this Section 2.5; provided, however, that any amendment to cure any ambiguity, defect, or inconsistency as may be necessary or appropriate, in the opinion of Agent shall require only the consent of Borrowers and Agent.
(d) As To the extent any Revolving Loans, Term Loans, or Letter of Credit Accommodations are outstanding on the Increase Effective Date, each of the effective date of Lenders having a Commitment prior to the Increase Effective Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Commitment on the Increase Effective Date (the “Post-Increase Revolver Lenders”), and such increase Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Maximum CreditRevolving Loans, each reference Term Loans and participation interests in Letter of Credit Accommodations on the Increase Effective Date as shall be necessary in order that, after giving effect to the term Maximum all such assignments and purchases, such Revolving Loans, Term Loans, and participation interests in Letter of Credit Accommodations will be held by Pre-Increase Revolver Lenders and Commitments herein and Post-Increase Revolver Lenders ratably in any accordance with their Pro Rata Share (calculated under clause (c) of the other definition of Pro Rata Share) after giving effect to such increased Commitments.
(e) Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate that the liens granted by the Financing Agreements shall continue to be deemed amended perfected under the UCC or otherwise after giving effect to mean the amount of the Maximum Credit and Commitments specified in the most recent written notice from Agent to Administrative Borrower of the increase in the Maximum Credit and the establishment of any such new Commitments.
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Increase in Maximum Credit. (a) Administrative Borrower may, at any timetime once during the term of this Agreement, deliver a written request to Agent to increase the Maximum Credit. Any such written request shall specify Credit from the amount of $30,000,000 to the requested increase in the Maximum Credit that Administrative Borrower is requesting, provided, that, (i) in no event shall the aggregate amount of any increase in the Maximum Credit cause the Maximum Credit to exceed $200,000,000, 35,000,000 (ii) any such request for an increase shall be for an increase of not less than $10,000,000, (iii) any such which request shall be irrevocable, and (iv) in no event shall more than two such written requests be delivered to Agent in any calendar year).
(b) Upon the receipt by Agent of a any such written request to increase the Maximum Creditrequest, Agent shall notify each of the Lenders of such request and each Lender shall have the option (but not the obligation) to increase the amount of its Commitment by an amount up to its Pro Rata Share of the amount of the increase in the Maximum Credit requested by Administrative Borrower as set forth in the notice from Agent to such Lender. Each Lender shall notify Agent within thirty ten (3010) days after the receipt of such notice of a request for such increase from Agent whether it is willing to so increase its Commitment, and if so, the amount of such increase; provided, that, (i) the minimum increase in the Commitments of each such Lender providing the additional Commitments shall equal or exceed $1,000,000 and (ii) no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender. If the aggregate amount of the increases in the Commitments received from the Lenders does not equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower, Agent may seek additional increases from Lenders or Commitments from such Eligible Transferees as it may determine, after consultation with Administrative Borrower. In the event Lenders (or Lenders and any such Eligible Transferees, as the case may be) have committed in writing to provide increases in their Commitments or new Commitments in an aggregate amount in excess of the increase in the Maximum Credit requested by Borrowers Borrower or permitted hereunder, Agent shall then have the right to allocate such commitments, first to Lenders and then to Eligible Transferees, in such amounts and manner as Agent may determine, after consultation with Administrative Borrower.
(c) In the event of a request to increase the Maximum Credit, the The Maximum Credit shall be increased by the amount of the increase in Commitments from Lenders or new Commitments from Eligible Transferees, in each case selected in accordance with this Section 2.3(b)2.3, for which Agent has received Assignment and Acceptances (or other agreements acceptable to Agent) sixty (60) days after the date of the request by Administrative Borrower for the increase or such earlier date as Agent and Administrative Borrower may agree (but subject to the satisfaction of the conditions set forth below), whether or not the aggregate amount of the increase in Commitments and new Commitments, as the case may be, equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower in accordance with the terms hereof, effective on the date that Agent shall have notified Borrower that each of the following conditions have been satisfied:satisfied (such date being the “Maximum Credit Increase Effective Date”):
(i) Agent shall have received from each Lender or Eligible Transferee that is providing an additional Commitment as part of the increase in the Maximum Credit, an Assignment and Acceptance (or another agreement acceptable to Agent) duly executed by such Lender or Eligible Transferee and Administrative Borrower; provided, that, the aggregate Commitments set forth in such Assignment and Acceptance(s) shall be not less than $5,000,000;
(ii) the conditions precedent to the making of Revolving Loans set forth in Section 4.2 hereof shall be satisfied as of the date of the increase in the Maximum CreditCredit Increase Effective Date, both before and after giving effect to such increase;
(iii) Agent shall have received such agreements, documents and instruments (including legal opinions) as Agent may request, an opinion of counsel to Borrower in form and substance and from counsel reasonably satisfactory to AgentAgent and Lenders addressing such matters as Agent may reasonably request (including an opinion as to no conflicts with other Indebtedness);
(iv) such increase in the Maximum Credit on the date of the effectiveness thereof shall not violate any applicable law, regulation or order or decree of any court or other Governmental Authority and shall not be enjoined, temporarily, preliminarily or permanently;
(v) there shall have been paid to each Lender and Eligible Transferee providing an additional Commitment in connection with such increase in the Maximum Credit all fees (including any additional commitment fees) and expenses due and payable to such Person on or before the effectiveness of such increase; and
(vi) there shall have been paid to Agent, for the account of the Agent and Lenders (in accordance with any agreement among them) all costs fees and expenses (including reasonable fees and expenses of counsel) due and payable to Agent pursuant to any of the Financing Agreements on or before the effectiveness of such increase.
(d) As of the effective date of any such increase in the Maximum CreditCredit Increase Effective Date, each reference to the term Maximum Credit and Commitments herein herein, and in any of the other Financing Agreements shall be deemed amended to mean the amount of the Maximum Credit and Commitments specified in the most recent written notice from Agent to Administrative Borrower of the increase in the Maximum Credit and CommitmentsCredit.”
Appears in 1 contract
Samples: Loan and Security Agreement (Pacific Ethanol, Inc.)
Increase in Maximum Credit. (a) Administrative Borrower may, at any time, deliver a written request to Agent to increase the Maximum Credit. Any such written request shall specify the amount of the requested increase in the Maximum Credit that Administrative Borrower is Borrowers are requesting, provided, that, (i) in no event shall the aggregate amount of any such increase in the Maximum Credit cause the Maximum Credit to exceed $200,000,000600,000,000, (ii) any such request for an increase shall be for an increase of not less than $10,000,000, (iii) any such request shall be irrevocable, and (iv) in no event shall more than two one such written requests request be delivered to Agent in any calendar yearquarter.
(b) Upon the receipt by Agent of a any such written request to increase the Maximum Creditrequest, Agent shall notify each of the Lenders of such request and each Lender shall have the option (but not the obligation) to increase the amount of its Commitment by an amount up to its Pro Rata Share of the amount of the increase in the Maximum Credit requested by Administrative Borrower as set forth in the notice from Agent to such Lender. Each Lender shall notify Agent within thirty (30) days after the receipt of such notice of a request for such increase from Agent whether it is willing to so increase its Commitment, and if so, the amount of such increase; provided, that, (i) the minimum increase in the Commitments of each such Lender providing the additional Commitments shall equal or exceed $2,000,000, and (ii) no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender. If the aggregate amount of the increases in the Commitments received from the Lenders does not equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower, Agent may seek additional increases from Lenders or Commitments from such Eligible Transferees as it may determine, after consultation with Administrative Borrower. In the event Lenders (or Lenders and any such Eligible Transferees, as the case may be) have committed in writing to provide increases in their Commitments or new Commitments in an aggregate amount in excess of the increase in the Maximum Credit requested by Borrowers or permitted hereunder, Agent shall then have the right to allocate such commitments, first to Lenders and then to Eligible Transferees, in such amounts and manner as Agent may determine, after consultation with Administrative Borrower.
(c) In the event of a request to increase the Maximum Credit, the The Maximum Credit shall be increased by the amount of the increase in Commitments from Lenders or new Commitments from Eligible Transferees, in each case selected in accordance with Section 2.3(b)2.3(a) above, for which Agent has received Assignment and Acceptances (or other agreements acceptable to Agent) sixty (60) days after the date of the request by Administrative Borrower for the increase or such earlier date as Agent and Administrative Borrower may agree (but subject to the satisfaction of the conditions set forth below), whether or not the aggregate amount of the increase in Commitments and new Commitments, as the case may be, equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower in accordance with the terms hereof, effective on the date that each of the following conditions have been satisfied:
(i) Agent shall have received from each Lender or Eligible Transferee that is providing an additional Commitment as part of the increase in the Maximum Credit, an Assignment and Acceptance (or another agreement acceptable to Agent) duly executed by such Lender or Eligible Transferee and Administrative each Borrower, provided, that, the aggregate Commitments set forth in such Assignment and Acceptance(s) shall be not less than $10,000,000;
(ii) the conditions precedent to the making of Revolving Loans set forth in Section 4.2 hereof shall be satisfied as of the date of the increase in the Maximum Credit, both before and after giving effect to such increase;
(iii) Agent shall have received such agreements, documents and instruments (including legal opinions) as Agent may request, an opinion of counsel to Borrowers in form and substance and from counsel reasonably satisfactory to AgentAgent and Lenders addressing such matters as Agent may reasonably request (including an opinion as to no conflicts with other Indebtedness);
(iv) such increase in the Maximum Credit on the date of the effectiveness thereof shall not violate any applicable law, regulation or order or decree of any court or other Governmental Authority and shall not be enjoined, temporarily, preliminarily or permanently;
(v) there shall have been paid to each Lender and Eligible Transferee providing an additional Commitment in connection with such increase in the Maximum Credit all fees (including any additional commitment fees) and expenses due and payable to such Person on or before the effectiveness of such increase; and;
(vi) there shall have been paid to Agent, for the account of the Agent and Lenders (in accordance with any agreement among them) all costs fees and expenses (including reasonable fees and expenses of counsel) due and payable to Agent pursuant to any of the Financing Agreements on or before the effectiveness of such increase.
(d) As of the effective date of any such increase in the Maximum Credit, each reference to the term Maximum Credit and Commitments herein herein, and in any of the other Financing Agreements shall be deemed amended to mean the amount of the Maximum Credit and Commitments specified in the most recent written notice from Agent to Administrative Borrower of the increase in the Maximum Credit and CommitmentsCredit.
Appears in 1 contract
Increase in Maximum Credit. (a) Subject to Section 2.19(f) below, Administrative Borrower Loan Party may, at any time, deliver a written request to Agent to increase the Maximum Credit. Any ; provided, that, (1) any such increase shall be subject to the consent of Agent and satisfaction of each of the conditions set forth in Section 2.19(c) below, (2) any such written request shall specify the amount of the requested increase in the Maximum Credit that Administrative Borrower Loan Party is requesting, provided, that, ; (i3) in no event shall the aggregate amount of any increase and all such increases in the Maximum Credit shall not exceed $15,000,000 or cause the Maximum Credit to exceed $200,000,00065,000,00090,000,000, (ii4) any such request for an the amount of each increase in the Maximum Credit shall not be for an increase of not less than $10,000,0005,000,000, (iii5) such requests may not be made more than two (2) times during any calendar year or more than three (3) times during the Term, and (6) any such request shall be irrevocable, and (iv) in no event shall more than two such written requests be delivered to Agent in any calendar year.
(b) Upon the receipt by Agent of a any such written request to increase the Maximum Creditrequest, Agent shall notify each of the Lenders of such request and each Lender (other than Defaulting Lenders, Impacted Lenders and Prior Defaulting/Impacted Lender) shall have the option (but not the obligation) to increase the amount of its Revolver Commitment by an amount up to approved by Agent in its Pro Rata Share sole discretion of the amount of the increase in the Maximum Credit requested by Administrative Borrower Loan Party as set forth in the notice from Agent to such Lender. Each Lender shall notify Agent within thirty ten (3010) days after the receipt of such notice of a request for such increase from Agent whether it is willing to so increase its Revolver Commitment, and if so, the amount of such increase; provided, that, (7) the minimum increase in the Revolving Commitment of each such Lender providing the additional Revolver Commitment shall equal or exceed $2,500,000, and (8) no Lender shall be obligated to provide such increase in its Revolver Commitment and the determination to increase the Revolver Commitment of a Lender shall be within the sole and absolute discretion of such Lender. If the aggregate amount of the increases in the Revolver Commitments received from the Lenders does not equal or exceed the amount of the increase in the Maximum Credit Revolving Advances Amount requested by Administrative BorrowerLoan Party, Agent or Administrative Loan Party may seek additional increases from Lenders (other than Defaulting Lenders, Impacted Lenders or Prior Defaulting/Impacted Lender) or Revolver Commitments from such Eligible Transferees Qualified Assignees as it may determine, after after, in the case of Administrative Loan Party, consultation with Administrative BorrowerAgent. In the event Lenders (or Lenders and any such Eligible TransfereesQualified Assignees, as the case may be) have committed in writing to provide increases in their Revolver Commitments or new Revolver Commitments in an aggregate amount in excess of the increase in the Maximum Credit requested by Borrowers Administrative Loan Party or permitted hereunder, Agent shall then have the right to allocate such commitments, first to Lenders and then to Eligible TransfereesQualified Assignees, in such amounts and manner as Agent may determine, after consultation with Administrative BorrowerLoan Party.
(c) In the event of a request to increase the Maximum Credit, the The Maximum Credit shall be increased by the amount of the increase in Revolver Commitments from Lenders or new Commitments from Eligible TransfereesQualified Assignees, in each case selected in accordance with Section 2.3(b)2.19(b) above, for which Agent has received Assignment written confirmation in from and Acceptances (substance satisfactory to Agent from such Lenders or other agreements acceptable to Agent) sixty (60) days after Qualified Assignees, as applicable, on the date of the request requested by Administrative Borrower Loan Party for the increase or such earlier other date as Agent and Administrative Borrower Loan Party may agree (but subject to the satisfaction of the conditions set forth below), whether or not the aggregate amount of the increase in Revolver Commitments and new Revolver Commitments, as the case may be, equal or exceed the amount of the increase in the Maximum Credit requested by Administrative Borrower Loan Party in accordance with the terms hereofhereof (but in no event shall the Maximum Revolver Amount be increased above the amounts described in Section 2.19(a)), effective on the date that Agent notifies Administrative Loan Party that each of the following conditions have been satisfied:satisfied (such date being the “Maximum Credit Increase Effective Date”):
(i) Agent shall have received from each Lender or Eligible Transferee Qualified Assignee that is providing an additional Revolver Commitment as part of the increase in the Maximum Credit, an Assignment and Acceptance (or another agreement acceptable to Agent) a written confirmation described above duly executed by such Lender or Eligible Transferee Qualified Assignee, Agent and Administrative BorrowerLoan Party;
(ii) the conditions precedent to the making of Revolving Loans Advances set forth in Section 4.2 hereof 8.2 shall be satisfied as of the date of the increase in the Maximum Credit, both before and after giving effect to such increaseincrease whether or not an Advance is then being made;
(iii) Upon the request of Agent, Agent shall have received such agreements, documents and instruments (including legal opinions) as Agent may request, an opinion of counsel to Loan Parties in form and substance and from counsel reasonably satisfactory to AgentAgent addressing such matters as Agent may reasonably request (including an opinion that such increase shall not violate Material Contracts of Loan Parties), amendments to Mortgages and any other documents and agreements required by Agent with respect thereto;
(iv) such increase in the Maximum Credit on the date of the effectiveness thereof shall not violate any term or provisions of any applicable law, regulation or order or decree of any court or other Governmental Authority Body and shall not be enjoined, temporarily, preliminarily or permanently;
(v) there shall have been paid to each Lender and Eligible Transferee Qualified Assignee, in each case, providing an additional Revolver Commitment in connection with such increase in the Maximum Credit all fees (including any additional commitment fees) and expenses due and payable to such Person on or before the effectiveness of such increase, including, without limitation, all such fees payable pursuant to the Fee Letter; and
(vi) there Agent shall have received an executed certificate of a senior officer of Administrative Loan Party, together with authorizing resolutions approving the increase in the Maximum Credit and all related amendments hereto and to the Other Documents in connection therewith, and certifying that Loan Parties are in compliance with all conditions hereunder to the effectiveness of an increase in the Maximum Credit, together with such other information as Agent may require, in each case in form and substance satisfactory to Agent.
(d) There shall have been paid to Agent, for the account of Agent and Lenders (in accordance with any agreement among them) all costs fees and expenses (including reasonable fees and expenses of counsel) due and payable to Agent pursuant to any of the Financing Agreements Other Documents on or before the effectiveness of such increase to the extent relating to such increase.
(de) As of the effective date of any such increase in the a Maximum CreditCredit Increase Effective Date, each reference to the term Maximum Credit and Commitments herein herein, and in any of the other Financing Agreements Other Documents shall be deemed amended to mean the amount of the Maximum Credit and Commitments specified in the most recent written notice from Agent to Administrative Borrower Loan Party of the increase in the Maximum Credit.
(f) As of the Closing Date, each Loan Party acknowledges, confirms and agrees that Agent and Lenders do not have credit approval to increase the Maximum Credit as in effect on the Closing Date and Commitmentsthe terms and provisions of this Section 2.19 shall not constitute or be deemed to constitute a commitment by Agent or any Lender to increase the Maximum Credit as in effect on the Closing Date.
(g) To the extent of any contradiction or inconsistency between the terms and conditions set forth in this Section 2.19 and any other provision of this Agreement or any Other Document in respect of settlements, amendments, or otherwise, the provisions of this Section 2.19 shall prevail.
Appears in 1 contract
Samples: Loan and Security Agreement (American Outdoor Brands, Inc.)
