Increase in Total Commitment. (a) The Company may from time to time, by written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth the amount of the requested increase in the Total Commitment (which shall be an integral multiple of $10,000,000) and the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days after the date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may be made in an amount which is less than the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.
Appears in 3 contracts
Samples: Five Year Competitive Advance and Revolving Credit Facility Agreement (Hartford Financial Services Group Inc/De), Five Year Competitive Advance and Revolving Credit Facility Agreement (Hartford Financial Services Group Inc/De), Five Year Competitive Advance and Revolving Credit Facility Agreement (Hartford Life Inc)
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to time, by written notice time before the date that is one (1) year prior to the Administrative Agent (which shall deliver a copy thereof Maturity Date to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth the amount of the requested increase in the Total Commitment to not more than $250,000,000.00 by giving written notice to the Agent (an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $5,000,000.00 and increments of $1,000,000.00 in excess thereof. Upon receipt of any Increase Notice, the Agent shall consult with the Arranger and shall notify the Borrower of the amount of the facility fees to be paid to any Lenders who provide an additional Commitment in connection with such increase in the pursuant to the Agreement Regarding Fees. If the Borrower agrees to pay the facility fees so determined, the Agent shall send a notice to all Lenders (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Commitment and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an additional Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional Commitment which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arranger shall allocate the Commitment Increase among the Lenders who provide such commitment letters on such basis as the Agent and the Arranger, shall determine in their sole discretion. If the additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then the Agent, Arranger, or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to Agent, Arranger, and the Borrower) to become a Lender and provide an additional Commitment. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be an integral multiple of $10,000,000) and the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days applicable after the effective date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of Increase specified therein (the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its “Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing LenderIncrease Date”). In no event shall any Lender be obligated to provide an additional Commitment.
(b) On any Commitment Increase Date the event that, on outstanding principal balance of the 10th day Revolving Credit Loans shall be reallocated among the Lenders such that after the Administrative Agent applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Lender shall have delivered be equal to such Lender’s Commitment Percentage (as in effect after the Company’s notice, applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans. The participation interests of the Lenders in Swing Loans and Letters of Credit shall have agreed pursuant be similarly adjusted. On any Commitment Increase Date, those Lenders whose Commitment Percentage is increasing shall advance the funds to the preceding sentence Agent and the funds so advanced shall be distributed among the Lenders whose Commitment Percentage is decreasing as necessary to increase accomplish the required reallocation of the outstanding Revolving Credit Loans. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitments by an aggregate amount less than Commitment Percentages.
(c) Upon the effective date of each increase in the Total Commitment requested by pursuant to this §2.11 the CompanyAgent may unilaterally revise Schedule 1.1 to reflect the name and address, Commitment and Commitment Percentage of each Lender following such increase and the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal Borrower shall execute and deliver to the unsubscribed amount; provided Agent new Revolving Credit Notes for each Lender whose Commitment has changed so that each Augmenting the principal amount of such Lender’s Revolving Credit Note shall equal its Commitment. The Agent shall deliver such replacement Revolving Credit Note to the respective Lenders in exchange for the Revolving Credit Notes replaced thereby which shall be surrendered by such Lenders. Such new Revolving Credit Notes shall provide that they are replacements for the surrendered Revolving Credit Notes, if and that they do not already constitute a Lender hereundernovation, shall be subject dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes. Within five (5) days of issuance of any new Revolving Credit Notes, pursuant to this §2.11(c), the Borrower shall deliver an opinion of counsel, addressed to the approval Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Revolving Credit Notes shall be canceled and returned to the Borrower.
(d) Notwithstanding anything to the contrary contained herein, the obligation of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may pursuant to this §2.11 shall be made in an amount conditioned upon satisfaction of the following conditions precedent which is less than must be satisfied prior to the effectiveness of any increase requested by of the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.Total Commitment:
Appears in 2 contracts
Samples: Credit Agreement (Carter Validus Mission Critical REIT, Inc.), Credit Agreement (Carter Validus Mission Critical REIT, Inc.)
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this § 2.11, Borrower shall have the option at any time and from time to time, time before the date that is thirty (30) days prior to the Maturity Date to request an increase in the Total Commitment to not more than ONE HUNDRED MILLION DOLLARS ($100,000,000) more than the Total Commitment as of the Closing Date by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth “Increase Notice”; and the amount of such requested increase is the requested “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $25,000,000 and incremental amounts of $5,000,000 in excess thereof. Upon receipt of any Increase Notice, the Agent shall consult with Arrangers and shall notify Borrower of the amount of upfront fees to be paid to any Lenders who provide an additional Commitment in connection with such increase in the Total Commitment (which shall be an integral multiple of $10,000,000) and in addition to the date on which such increase is requested fees to become effective (which be paid to the Agent or Arrangers pursuant to the Agreement Regarding Fees). If Borrower agrees to pay the upfront fees so determined, then the Agent, Arrangers or Borrower may, but shall not be less than 10 Business Days obligated to, invite one or more than 60 days banks or lending institutions (which banks or lending institutions shall be reasonably acceptable to the Agent, Arrangers and Borrower) to become Lenders and provide additional Commitments and/or one or more existing Lenders to increase their Commitments in an aggregate amount consistent with the Increase Notice. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be applicable after the effective date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of Increase specified therein (the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its “Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing LenderIncrease Date”). In no event shall any Lender be obligated to provide an additional Commitment. Any Commitment Increase and the event thatadditional Advance in respect of such Commitment Increase (which Advance shall be in such principal amount as shall cause the outstanding Advances of each Lender to be held consistent with its Commitment Percentage after giving effect to the Commitment Increase) to be made by each Lender increasing its Commitment or issuing a new Commitment shall be evidenced by a supplement to this Agreement executed by the Agent, on Borrower and any Lender increasing its Commitment or issuing a new Commitment, which supplement may include such amendments to this Agreement as the 10th day after Agent deems reasonably necessary or appropriate to implement the Administrative Agent shall have delivered transactions contemplated by this § 2.11.
(b) On the Company’s noticeCommitment Increase Date, the Advances then outstanding and such additional Advance shall be combined so that all Lenders shall have agreed pursuant (including any Lender issuing a new Commitment) hold pro rata amounts of the Loan (including such additional Advance) of each Type and Interest Period in their respective Commitment Percentages as determined after giving effect to such additional Advance.
(c) Upon the preceding sentence to increase their Commitments by an aggregate amount less than the effective date of each increase in the Total Commitment pursuant to this § 2.11 the Agent may unilaterally revise Schedule 1.1 and Borrower shall, if requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal execute and deliver to the unsubscribed amount; provided Agent new Notes for each Lender whose Commitment has changed (or any Lender issuing a new Commitment that each Augmenting has requested a Note) so that the principal amount of such Lender, if ’s Note shall equal its Commitment. The Agent shall deliver such replacement Notes to the respective Lenders in exchange for the Notes replaced thereby which shall be surrendered by such Lenders. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not already constitute a Lender hereundernovation, shall be subject dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Notes.
(d) Notwithstanding anything to the approval contrary contained herein, the obligation of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may pursuant to this § 2.11 shall be made in an amount conditioned upon satisfaction or waiver of the following conditions precedent which is less than must be satisfied or waived prior to the effectiveness of any increase requested by of the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.Total Commitment:
Appears in 2 contracts
Samples: Term Loan Agreement (CoreSite Realty Corp), Term Loan Agreement (CoreSite Realty Corp)
Increase in Total Commitment. (a) The Company may from time to time, by written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth the amount of the requested increase in the Total Commitment (which shall be an integral multiple of $10,000,000) and the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days after the date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s 's notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “"Increasing Lender”") or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “"Non-Increasing Lender”"). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s 's notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “"Augmenting Lender”"), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may be made in an amount which is less than the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.
Appears in 2 contracts
Samples: Five Year Competitive Advance and Revolving Credit Facility Agreement (Hartford Financial Services Group Inc/De), Five Year Competitive Advance and Revolving Credit Facility Agreement (Hartford Financial Services Group Inc/De)
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.12, the Borrower shall have the option at any time and from time to timetime before at least three (3) months prior to the applicable Maturity Date to request an increase in the Total Commitment to not more than $500,000,000 (after giving effect to each such increase), which increase shall be allocated at the Borrower’s request to the Revolving Credit Commitments or one or more tranches of term loan commitments (the “Term Loan Commitments”) by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth “Increase Notice”; and the amount of such requested increase is the requested “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $25,000,000. Upon receipt of any Increase Notice, the Agent shall consult with Arrangers and within ten (10) days shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an additional Revolving Credit Commitment or Term Loan Commitment in connection with such increase in the Total Commitment (which shall be in addition to the fees to be paid to Agent or Arrangers pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined, then the Agent promptly shall send a notice to all Lenders (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Commitment and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an integral multiple additional Revolving Credit Commitment or Term Loan Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of $10,000,000the additional Commitment which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice not to exceed ten (10) days. If the requested increase is oversubscribed then the Agent and the date Arrangers shall allocate the Commitment Increase among the Lenders who provide such commitment letters on which such increase is basis mutually acceptable to each of the Borrower, Agent and Arrangers. If the additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested to become effective (which by the Borrower, then the Agent and the Arrangers shall use best effort to, and Borrower may, but shall not be less than 10 Business Days obligated to, invite one or more than 60 days banks or lending institutions (which banks or lending institutions shall be reasonably acceptable to Agent, Arrangers and Borrower) to become a Lender and provide an additional Commitment. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the additional Commitment to be provided by each Lender and the revised Applicable Percentages which shall be applicable after the effective date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of Increase specified therein (the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its “Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing LenderIncrease Date”). In the no event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant any Lender be obligated to the preceding sentence provide an additional Commitment.
(b) The Borrower may elect to increase their Commitments by an aggregate amount less than the effect any increase in the Total Commitment requested by requesting one more tranches of Term Loan Commitments and Term Loans. The Term Loan Commitments may, if determined necessary or desirable by the CompanyAgent and the Lender, the Company may arrange for be effected pursuant to one or more banks or other financial institutions Term Loan Amendments executed and delivered by the Borrower, the Term Lenders, as applicable, and the Agent. All Term Loan Commitments and Term Loans shall (A) mature on the Term Loan Maturity Date (including any extensions thereof) with respect thereto, (B) bear interest at such bank or other financial institution referred rates as are agreed upon by the Borrower and the Term Lenders providing such additional Term Loans, (C) not require scheduled amortization prior to in this the Term Loan Maturity Date but may permit voluntary prepayment (subject to sub-clause (aD) being called an “Augmenting Lender”hereof), which and (D) not rank higher than pari passu in right of payment and with respect to security with all Revolving Credit Loans and any other existing Term Loans or have different borrower or guarantors as the Borrower and Guarantors with respect to all other Obligations. Each Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as are consistent with this §2.12 and may include any Lenderbe necessary or appropriate, in the opinion of the Agent, to extend effect the provisions of this §2.12 with respect thereto. On any Commitment Increase Date on which any Term Loan Commitments or increase their existing Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each applicable Term Lender shall make a Loan to the Borrower (a “Term Loan”) in an aggregate amount equal to the unsubscribed amount; provided that its Term Loan Commitment as of such date, and (ii) each Augmenting Lender, if not already Term Lender shall become a Lender hereunderhereunder with respect to the Term Loan Commitment and the Term Loans made pursuant thereto.
(c) On any Commitment Increase Date which results in an increase in the Revolving Credit Commitments, the outstanding principal balance of the Revolving Credit Loans shall be subject reallocated among the Revolving Credit Lenders such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Revolving Credit Lender shall be equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage (as in effect after the applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans. The participation interests of the Revolving Credit Lenders in Swing Loans and Letters of Credit shall be similarly adjusted. On any Commitment Increase Date those Revolving Credit Lenders whose Revolving Credit Commitment Percentage is increasing shall advance the funds to the approval of the Administrative Agent and the Company and funds so advanced shall be distributed among the Revolving Credit Lenders whose Revolving Credit Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans. The funds so advanced shall be Revolving Credit Base Rate Loans until converted to Revolving Credit LIBOR Rate Loans which are allocated among all Revolving Credit Lenders based on their Revolving Credit Commitment Percentages.
(d) Upon the effective date of each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment pursuant to this §2.12 the Agent may be made in an amount which is less than unilaterally revise Schedule 1.1 and the increase Borrower shall, if requested by such Lender, execute and deliver to the Company if Agent new Notes for each Lender whose Commitment has changed or who has provided a new Commitment so that the Company is unable principal amount of such Lender’s Note shall equal its aggregate Commitment as increased thereby. The Agent shall deliver such replacement Notes to arrange forthe respective Lenders in exchange for the Notes replaced thereby which shall be surrendered by such Lenders and delivered to Borrower. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not constitute a novation, shall be dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Notes.
(e) Notwithstanding anything to the contrary contained herein, any increase in the Total Commitment pursuant to this §2.12 shall be conditioned upon satisfaction or chooses not waiver of the following conditions precedent which must be satisfied or waived prior to arrange for, Augmenting Lenders.the effectiveness of any increase of the Total Commitment:
Appears in 2 contracts
Samples: Credit Agreement (City Office REIT, Inc.), Credit Agreement (City Office REIT, Inc.)
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option, subject to Agent’s prior written consent, at any time and from time to time, before the Maturity Date to request one or more increases in the Total Commitment to an aggregate amount of not more than $600,000,000.00 by giving written notice to the Administrative Agent (which shall deliver each, an “Increase Notice”; and the amount of such requested increase is a copy “Commitment Increase”); provided that any such individual increase must be in a minimum amount of $10,000,000.00 and increments of $5,000,000.00 in excess thereof to each Lenderunless otherwise approved by the Agent in its sole discretion; and provided further that in the event that the IPO Conditions Satisfaction Date has not occurred on or before December 31, 2015 (or such later date if extended in accordance with this Agreement), the Borrower shall have no further right to request that a Commitment Increase. Upon receipt of any Increase Notice, the Total Commitment be increased by an amount not to exceed Agent shall consult with KBCM and shall notify the Incremental Facility Amount at such time. Such notice shall set forth Borrower of the amount of the requested facility fees to be paid to any Lenders who increase their respective Commitment in connection with such increase in the Total Commitment (which shall be in addition to the fees to be paid to KBCM pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined, the Agent shall send a notice to all Lenders (each, an integral multiple “Additional Commitment Request Notice”) informing them of $10,000,000) the Borrower’s request to increase the Total Commitment and of the date on which such increase is requested facility fees to become effective (which shall not be less than 10 Business Days or more than 60 days after the date of such notice), and shall offer to each paid with respect thereto. Each Lender the opportunity who desires to increase its Commitment by its Pro Rata Percentage upon such terms shall provide the Agent with a written commitment letter specifying the amount of such increase which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and KBCM shall allocate the Commitment Increase among the Lenders who provide such commitment letters on such basis as the Agent and KBCM shall determine in their sole discretion. If the increases to the Commitments so provided are not sufficient to provide the full amount of the proposed increased amount. Each Lender shallCommitment Increase requested by the Borrower, by notice then the Agent, Arranger or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to the Company Agent, KBCM and the Administrative Borrower) to become a Lender and provide an additional Commitment. The Agent given not more than 10 days shall provide all Lenders with a notice setting forth the amount, if any, of the additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be applicable after the effective date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount Commitment Increase specified therein (each Lender so agreeing being an each, a “Increasing LenderCommitment Increase Date”) or decline to increase its Commitment (and ). In no event shall any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined obligated to increase its Commitment.
(b) (On any Commitment Increase Date the outstanding principal balance of the Revolving Credit Loans shall be reallocated among the Lenders such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Lender so declining or being deemed shall be equal to have declined being a “Non-Increasing such Lender”). In the event that, on the 10th day ’s Commitment Percentage (as in effect after the Administrative Agent shall have delivered applicable Commitment Increase Date) of the Company’s notice, outstanding principal amount of all Revolving Credit Loans. The participation interests of the Lenders in Swing Loans and Letters of Credit shall have agreed pursuant be similarly adjusted. On any Commitment Increase Date, each of those Lenders whose Commitment Percentage is increasing shall advance the funds to the preceding sentence Agent and the funds so advanced shall be distributed among the Lenders whose Commitment Percentage is decreasing as necessary to increase accomplish the required reallocation of the outstanding Revolving Credit Loans. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitments by an aggregate amount less than Commitment Percentages.
(c) Upon the effective date of each increase in the Total Commitment requested by the Companypursuant to this §2.11, the Company may arrange for one or more banks or other financial institutions (any Agent shall unilaterally revise Schedule 1.1 in its own records to reflect the name and address, Commitment and Commitment Percentage of each Lender following such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal and the Borrower shall execute and deliver to the unsubscribed amount; provided Agent a new Revolving Credit Note for each Lender whose Commitment has changed so that each Augmenting the principal amount of such Lender’s Revolving Credit Note shall equal its Commitment. The Agent shall deliver such replacement Revolving Credit Note to the respective Lenders in exchange for the Revolving Credit Notes replaced thereby which shall be surrendered by such Lenders. Such new Revolving Credit Notes shall provide that they are replacements for the surrendered Revolving Credit Notes, if and that they do not already constitute a Lender hereundernovation, shall be subject dated as of the applicable Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes. Simultaneously with such increase, the Borrower shall deliver an opinion of counsel, addressed to the approval Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Revolving Credit Notes shall be canceled and returned to the Borrower.
(d) Notwithstanding anything to the contrary contained herein, the obligation of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may pursuant to this §2.11 shall be made in an amount conditioned upon satisfaction of the following conditions precedent which is less than must be satisfied prior to the effectiveness of any increase requested by of the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.Total Commitment:
Appears in 2 contracts
Samples: Credit Agreement (MedEquities Realty Trust, Inc.), Credit Agreement (MedEquities Realty Trust, Inc.)
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to timetime before the date that is one (1) year prior to the Revolving Credit Maturity Date or the Term Loan Maturity Date (as each may be extended pursuant to §2.12 below), as applicable, to request an increase in the Total Revolving Credit Commitment and/or the Total Term Loan Credit Commitment by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lenderan “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), request provided that any such individual increase must be in a minimum amount of $5,000,000.00 and increments of $1,000,000.00 in excess thereof, and the Total Commitment be increased by an amount shall not to exceed $1,000,000,000.00. Upon receipt of any Increase Notice, the Incremental Facility Amount at such time. Such notice Agent shall set forth consult with KCM and shall notify the Borrower of the amount of the requested facility fees to be paid to any Lenders who provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, in connection with such increase in the Revolving Credit Commitment and/or Term Loan Commitment, as applicable, pursuant to the Agreement Regarding Fees. If the Borrower agrees to pay the facility fees so determined, the Agent shall send a notice to all Revolving Credit Lenders or Term Loan Lenders, as applicable (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Revolving Credit Commitment (or the Total Term Loan Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Revolving Credit Lender or Term Loan Lender, as applicable, who desires to provide an additional Revolving Credit Commitment or Term Loan Commitment, as applicable, upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional Revolving Credit Commitment or Term Loan Commitment, as applicable, which shall it is willing to provide prior to such deadline as may be an integral multiple of $10,000,000) and specified in the date on which such Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and KCM shall allocate the Commitment Increase among the Revolving Credit Lenders or Term Loan Lenders, as applicable, who provide such commitment letters on such basis as the Agent and KCM, shall determine in their sole discretion. If the additional Revolving Credit Commitments or Term Loan Commitments, as applicable, so provided are not sufficient to provide the full amount of the Revolving Credit Commitment Increase or the Term Loan Commitment Increase, as applicable, that is requested to become effective (which by the Borrower, then the Agent, KCM, or the Borrower may, but shall not be less than 10 Business Days or more than 60 days after the date of such notice)obligated to, and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for invite one or more banks or other financial lending institutions (which banks or lending institutions shall be acceptable to Agent, KCM, and the Borrower) to become a Revolving Credit Lender or Term Loan Lender, as applicable, and provide an additional Revolving Credit Commitment or Term Loan Commitment, as applicable. The Agent shall provide all Revolving Credit Lenders or Term Loan Lenders, as applicable, with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment or Term Loan Commitment, as applicable, to be provided by each Revolving Credit Lender or Term Loan Lender, as applicable, and the revised Revolving Credit Commitment Percentages or Term Loan Commitment Percentages, as applicable, which shall be applicable after the effective date of the Revolving Credit Commitment Increase or Term Loan Commitment Increase, as applicable, specified therein (the “Commitment Increase Date”). In no event shall any Lender be obligated to provide an additional Revolving Credit Commitment or Term Loan Commitment.
(b) In the event of the initial increase of the Term Loan B Commitment, the Borrower, the Agent and the Lenders providing such bank or other financial institution referred initial Term Loan B Commitment shall enter into an amendment to in this clause Agreement as is necessary to evidence such increase of the Term Loan B Commitment (a) being called an the “Augmenting LenderTerm Loan B Commitment Amendment”), and all Lenders not providing the initial Term Loan B Commitments hereby consent to such limited scope amendment without future consent rights with respect to such Term Loan B Commitment Amendment, provided that any such amendment regarding the Term Loan B shall provide that: (A) the final maturity date of the Term Loan B Commitment shall be no earlier than the Revolving Credit Maturity Date, (B) there shall be no scheduled amortization of the loans or reductions of commitments under the Term Loan B Commitment (which may include shall not restrict any Lendermandatory prepayments required under §3.2 below), (C) the Term Loan B will rank pari passu in right of payment and with respect to extend Commitments or increase their security with the existing Commitments in an aggregate amount equal Revolving Credit Loans and the Borrower and Guarantors with respect to the unsubscribed amount; provided that each Augmenting Lenderexisting Revolving Credit Loans, if (D) the interest rate margin, rate floors, fees, original issue discount and premium applicable to such Term Loan B shall be determined by the Borrower and such Term Loan B Lenders, and (E) the Term Loan B Lenders may participate on a pro rata or less than pro rata (but not already a Lender hereundergreater than pro rata) basis in voluntary or mandatory prepayments with the Revolving Credit Loans and Term Loans A.
(c) On any Commitment Increase Date the outstanding principal balance of the Revolving Credit Loans or Term Loans, as applicable, shall be subject reallocated among the Revolving Credit Lenders or Term Loan Lenders, as applicable, such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans or Term Loans, as applicable, owed to each Revolving Credit Lender or Term Loan Lender, as applicable, shall be equal to such Lender’s Revolving Credit Commitment Percentage or Term Loan Commitment Percentage, as applicable (as in effect after the applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans or Term Loans, as applicable. The participation interests of the Revolving Credit Lenders in Swing Loans and Letters of Credit shall be similarly adjusted. On any Commitment Increase Date, those Revolving Credit Lenders or Term Loan Lenders whose Revolving Credit Commitment Percentage or Term Loan Commitment Percentage is increasing shall advance the funds to the approval of the Administrative Agent and the Company and funds so advanced shall be distributed among the Revolving Credit Lenders or Term Loan Lenders, as applicable, whose Revolving Credit Commitment Percentage or Term Loan Commitment Percentage, as applicable, is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans or Term Loans, as applicable. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitment Percentages.
(d) Upon the effective date of each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Revolving Credit Commitment or Total Term Loan Commitment pursuant to this §2.11 the Agent may unilaterally revise Schedule 1.1 to reflect the name and address, Commitment and Commitment Percentage of each Lender following such increase and the Borrower shall execute and deliver to the Agent new Revolving Credit Notes or Term Loan Notes for each Lender whose Commitment has changed so that the principal amount of such Revolving Credit Lender’s Revolving Credit Note shall equal its Revolving Credit Commitment and such Term Loan Lender’s Term Loan Note shall equal its Term Loan Commitment. The Agent shall deliver such replacement Revolving Credit Notes and Term Loan Notes to the respective Lenders in exchange for the Revolving Credit Notes and Term Loan Notes replaced thereby which shall be made surrendered by such Lenders. Such new Revolving Credit Notes and Term Loan Notes shall provide that they are replacements for the surrendered Revolving Credit Notes and Term Loan Notes, as applicable, and that they do not constitute a novation, shall be dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes or Term Loan Notes, as applicable. In connection therewith, the Borrower shall deliver an amount which is less than opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and Term Loan Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Revolving Credit Notes and Term Loan Notes shall be canceled and returned to the Borrower.
(e) Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the Revolving Credit Lenders to increase requested by the Company if the Company is unable to arrange forTotal Revolving Credit Commitment, or chooses not the Agent and the Term Loan Lenders to arrange forincrease the Total Term Loan Commitment, Augmenting Lenders.as applicable, pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total Revolving Credit Commitment or the Total Term Loan Commitment, as applicable:
Appears in 2 contracts
Samples: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.), Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)
Increase in Total Commitment. (a) The Company may Borrower may, at any time and from time to time, by written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth the amount of the requested increase in the Total Commitment (which the “Additional Commitments”) by adding additional Persons as Lenders hereunder or by increasing the Commitments of existing Lenders with (in the latter case) the consent of such Lenders (in their sole discretion), or any combination thereof. The right to increase the Total Commitment by Additional Commitments shall be an integral multiple conditional upon compliance with the following conditions:
(a) no Default or Event of $10,000,000) Default shall have occurred and be continuing and the date on which Borrower shall have delivered to the Agent (i) an officer’s certificate confirming the absence of any Default or Event of Default and also confirming (A) its corporate authorization to make such increase is requested to become (and attaching a copy thereof), (B) the truth and accuracy of its representations and warranties in Section 7.1 and (C) that no consent, approvals or authorizations are required for such increase (except as have been unconditionally obtained and are in full force and effect, unamended), each as at the effective (which shall not be less than 10 Business Days or more than 60 days after the date of such notice)increase and (ii) a satisfactory legal opinion from Borrower’s Counsel confirming items (A) and (C) above and the enforceability of the documentation giving effect to such increase;
(b) after giving effect to any such increase, the Total Commitment shall not exceed U.S.$450,000,000;
(c) if such Person being added as a Lender is not an existing Lender, the Agent, the LC Issuer and the Swing Line Lender shall offer have consented to any Person becoming a Lender, such consent not to be unreasonably withheld;
(d) the Borrower and the existing Lenders or the Person being added, as the case may be, shall execute and deliver such documentation as may be required by the Agent, acting reasonably, to effect the increase in question (including the partial assignment of Loan Indebtedness or purchase of Commitments from the Lenders to the extent necessary to ensure that, after giving effect to such increase, each Lender the opportunity to increase its Commitment by holds its Pro Rata Percentage Share of the proposed increased amount. Each Lender shalloutstanding Loan Indebtedness) and, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lenderif applicable, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Company and each Augmenting Lender shall execute all novate such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status new Person as a Lender hereunder. Any increase in under the Total Commitment may be made in an amount Loan Documents; and
(e) the Agent will prepare and distribute to the Borrower and the Lenders a revised Schedule A which is less than reflects the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting LendersAdditional Commitments.
Appears in 2 contracts
Samples: Credit Agreement (Nova Chemicals Corp /New), Credit Agreement (Nova Chemicals Corp /New)
Increase in Total Commitment. At any time prior to the last twelve (a12) The Company months of the term of this Agreement, as same may be extended pursuant to Section 4.6, Agent may in its discretion (which discretion shall not be arbitrarily or unreasonably exercised so long as the conditions set forth below are satisfied), from time to timetime at the request of Borrower, increase the Loan Amount by written notice (i) admitting additional Lenders hereunder (each a "Subsequent Lender"), or (ii) increasing the Commitment of any Lender (each an "Increasing Lender"), subject to the Administrative Agent following conditions:
2.4.1 each Subsequent Lender is an Eligible Assignee;
2.4.2 the Borrower executes in replacement of the Accordion Note (which shall deliver i) a copy thereof new Note payable to the order of each Subsequent Lender), request that or a replacement Note payable to the Total Commitment be increased by an amount not order of each Increasing Lender; and (ii) to exceed the Incremental Facility Amount at such time. Such notice shall set forth extent the amount of the requested increase is less than the then current face amount of the Accordion Note, a replacement Accordion Note payable to the order of the Agent;
2.4.3 each Subsequent Lender executes and delivers to Agent a signature page to this Agreement;
2.4.4 Borrower and Agent shall have executed modifications of the Security Instruments and other Loan Documents to reflect the increase in the Total Loan Amount and Borrower shall have paid to Agent any and all documentary stamp tax, non-recurring intangible tax or other taxes imposed in connection with the recording of such modifications of the Security Instruments or increase in the Loan Amount;
2.4.5 Borrower shall have delivered to Agent endorsements to the Title Policies increasing the amount of the Title Policies to the new Loan Amount and insuring Agent and the Lenders that the Security Instruments, as modified to reflect the increase in the Loan Amount, shall continue to constitute a first priority lien on the Projects (subject to customary pending disbursements language in such Title Policies);
2.4.6 after giving effect to the admission of any Subsequent Lender or the increase in the Commitment (which of any Increasing Lender, the Loan Amount does not exceed $340,000,000.00;
2.4.7 each increase in the Loan Amount shall be an in the amount of at least $10,000,000.00 for Subsequent Lenders, or at least $5,000,000.00 for Increasing Lenders, or, in either case, a greater integral multiple of $10,000,000) and 5,000,000.00;
2.4.8 no admission of any Subsequent Lender shall increase the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days after Commitment of any existing Lender without the date written consent of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may be made in an amount which is less than the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.;
Appears in 2 contracts
Samples: Revolving Credit Construction Loan Agreement (Wci Communities Inc), Revolving Credit Construction Loan Agreement (Wci Communities Inc)
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to timetime before the date that is one (1) year prior to the Revolving Credit Maturity Date (as may be extended pursuant to §2.12 below), the Term Loan A Maturity Date or the Term Loan B Maturity Date, as applicable, to request an increase in the Total Revolving Credit Commitment and/or the Total Term Loan Credit Commitment by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lenderan “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), request provided that any such individual increase must be in a minimum amount of $5,000,000.00 and increments of $1,000,000.00 in excess thereof, and the Total Commitment be increased by an amount shall not to exceed $1,000,000,000.00. Upon receipt of any Increase Notice, the Incremental Facility Amount at such time. Such notice Agent shall set forth consult with KCM and shall notify the Borrower of the amount of the requested facility fees to be paid to any Lenders who provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, in connection with such increase in the Revolving Credit Commitment and/or Term Loan Commitment, as applicable, pursuant to the Agreement Regarding Fees. If the Borrower agrees to pay the facility fees so determined, the Agent shall send a notice to all Revolving Credit Lenders or Term Loan Lenders, as applicable (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Revolving Credit Commitment (or the Total Term Loan Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Revolving Credit Lender or Term Loan Lender, as applicable, who desires to provide an additional Revolving Credit Commitment or Term Loan Commitment, as applicable, upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional Revolving Credit Commitment or Term Loan Commitment, as applicable, which shall it is willing to provide prior to such deadline as may be an integral multiple of $10,000,000) and specified in the date on which such Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and KCM shall allocate the Commitment Increase among the Revolving Credit Lenders or Term Loan Lenders, as applicable, who provide such commitment letters on such basis as the Agent and KCM, shall determine in their sole discretion. If the additional Revolving Credit Commitments or Term Loan Commitments, as applicable, so provided are not sufficient to provide the full amount of the Revolving Credit Commitment Increase or the Term Loan Commitment Increase, as applicable, that is requested to become effective (which by the Borrower, then the Agent, KCM, or the Borrower may, but shall not be less than 10 Business Days or more than 60 days after the date of such notice)obligated to, and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for invite one or more banks or other financial lending institutions (which banks or lending institutions shall be acceptable to Agent, KCM, and the Borrower) to become a Revolving Credit Lender or Term Loan Lender, as applicable, and provide an additional Revolving Credit Commitment or Term Loan Commitment, as applicable. The Agent shall provide all Revolving Credit Lenders or Term Loan Lenders, as applicable, with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment or Term Loan Commitment, as applicable, to be provided by each Revolving Credit Lender or Term Loan Lender, as applicable, and the revised Revolving Credit Commitment Percentages or Term Loan Commitment Percentages, as applicable, which shall be applicable after the effective date of the Revolving Credit Commitment Increase or Term Loan Commitment Increase, as applicable, specified therein (the “Commitment Increase Date”). In no event shall any Lender be obligated to provide an additional Revolving Credit Commitment or Term Loan Commitment.
(b) In the event of the initial increase of the Term Loan B Commitment, the Borrower, the Agent and the Lenders providing such bank or other financial institution referred initial Term Loan B Commitment shall enter into an amendment to in this clause Agreement as is necessary to evidence such increase of the Term Loan B Commitment (a) being called an the “Augmenting LenderTerm Loan B Commitment Amendment”), and all Lenders not providing the initial Term Loan B Commitments hereby consent to such limited scope amendment without future consent rights with respect to such Term Loan B Commitment Amendment, provided that any such amendment regarding the Term Loan B shall provide that: (A) the final maturity date of the Term Loan B Commitment shall be no earlier than the Revolving Credit Maturity Date, (B) there shall be no scheduled amortization of the loans or reductions of commitments under the Term Loan B Commitment (which may include shall not restrict any Lendermandatory prepayments required under §3.2 below), (C) the Term Loan B will rank pari passu in right of payment and with respect to extend Commitments or increase their security with the existing Commitments in an aggregate amount equal Revolving Credit Loans and the Borrower and Guarantors with respect to the unsubscribed amount; provided that each Augmenting Lenderexisting Revolving Credit Loans, if (D) the interest rate margin, rate floors, fees, original issue discount and premium applicable to such Term Loan B shall be determined by the Borrower and such Term Loan B Lenders, and (E) the Term Loan B Lenders may participate on a pro rata or less than pro rata (but not already a Lender hereundergreater than pro rata) basis in voluntary or mandatory prepayments with the Revolving Credit Loans and Term Loans A.
(c) On any Commitment Increase Date the outstanding principal balance of the Revolving Credit Loans or Term Loans, as applicable, shall be subject reallocated among the Revolving Credit Lenders or Term Loan Lenders, as applicable, such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans or Term Loans, as applicable, owed to each Revolving Credit Lender or Term Loan Lender, as applicable, shall be equal to such Lender’s Revolving Credit Commitment Percentage or Term Loan Commitment Percentage, as applicable (as in effect after the applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans or Term Loans, as applicable. The participation interests of the Revolving Credit Lenders in Swing Loans and Letters of Credit shall be similarly adjusted. On any Commitment Increase Date, those Revolving Credit Lenders or Term Loan Lenders whose Revolving Credit Commitment Percentage or Term Loan Commitment Percentage is increasing shall advance the funds to the approval of the Administrative Agent and the Company and funds so advanced shall be distributed among the Revolving Credit Lenders or Term Loan Lenders, as applicable, whose Revolving Credit Commitment Percentage or Term Loan Commitment Percentage, as applicable, is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans or Term Loans, as applicable. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitment Percentages.
(d) Upon the effective date of each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Revolving Credit Commitment or Total Term Loan Commitment pursuant to this §2.11 the Agent may unilaterally revise Schedule 1.1 to reflect the name and address, Commitment and Commitment Percentage of each Lender following such increase and the Borrower shall execute and deliver to the Agent new Revolving Credit Notes or Term Loan Notes for each Lender whose Commitment has changed so that the principal amount of such Revolving Credit Lender’s Revolving Credit Note shall equal its Revolving Credit Commitment and such Term Loan Lender’s Term Loan Note shall equal its Term Loan Commitment. The Agent shall deliver such replacement Revolving Credit Notes and Term Loan Notes to the respective Lenders in exchange for the Revolving Credit Notes and Term Loan Notes replaced thereby which shall be made surrendered by such Lenders. Such new Revolving Credit Notes and Term Loan Notes shall provide that they are replacements for the surrendered Revolving Credit Notes and Term Loan Notes, as applicable, and that they do not constitute a novation, shall be dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes or Term Loan Notes, as applicable. In connection therewith, the Borrower shall deliver an amount which is less than opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and Term Loan Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Revolving Credit Notes and Term Loan Notes shall be canceled and returned to the Borrower.
(e) Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the Revolving Credit Lenders to increase requested by the Company if the Company is unable to arrange forTotal Revolving Credit Commitment, or chooses not the Agent and the Term Loan Lenders to arrange forincrease the Total Term Loan Commitment, Augmenting Lenders.as applicable, pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total Revolving Credit Commitment or the Total Term Loan Commitment, as applicable:
Appears in 2 contracts
Samples: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.), Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.10, the Borrower shall have the option from time to time, time prior to the Maturity Date to request one or more increases in the Total Commitment to not more than $1,500,000,000.00 (less the amount of any reductions of the Total Commitments under §2.3) by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth “Increase Notice”; and the amount of such requested increase is the requested “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $25,000,000.00 and increments of $5,000,000.00 in excess thereof (or such smaller amounts as the Agent may approve). Upon receipt of any Increase Notice, the Agent shall consult with Arrangers and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an additional Commitment in connection with such increase in the Total Commitment (which shall be in addition to the fees to be paid to Agent or to the Arrangers pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined, then the Agent shall send a notice to all Lenders (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Commitment and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an integral multiple additional Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of $10,000,000) the additional Commitment by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Borrower, the Agent and the date Arrangers shall allocate the Commitment Increase among the Lenders who provide such commitment letters on which such increase is basis as they shall reasonably agree. If the additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested to become effective (which by the Borrower, then the Agent, Arrangers or the Borrower may, but shall not be less than 10 Business Days obligated to, invite one or more than 60 days banks or lending institutions (which banks or lending institutions shall be reasonably acceptable to Agent, Arrangers and the Borrower) to become a Lender and provide an additional Commitment. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be applicable after the effective date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of Increase specified therein (the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing LenderIncrease Date”). In no event shall any Lender be obligated to provide an additional Commitment.
(b) On any Increase Date the event that, on outstanding principal balance of the 10th day Loans and participation in Letters of Credit shall be reallocated among the Lenders such that after the Administrative applicable Increase Date the outstanding principal amount of Loans owed to and participations in Letters of Credit of each Lender shall be equal to such Lender’s Commitment Percentage (as in effect after the applicable Increase Date) of the Outstanding principal amount of all Loans and Letters of Credit Outstanding. On any Increase Date those Lenders whose Commitment Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall have delivered the Company’s notice, be distributed among the Lenders whose Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Loans. The funds so advanced shall have agreed pursuant be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitment Percentages.
(c) Upon the preceding sentence to increase their Commitments by an aggregate amount less than the effective date of each increase in the Total Commitment requested by pursuant to this §2.10 the Company, Agent may unilaterally revise Schedule 1.1 and the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal Borrower shall execute and deliver to the unsubscribed amount; provided Agent new Notes for each Lender whose Commitment has changed so that each Augmenting the principal amount of such Lender, if ’s Note shall equal its Commitment. The Agent shall deliver such replacement Notes to the respective Lenders in exchange for the Notes replaced thereby which shall be promptly surrendered by such Lenders to Borrower. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not already constitute a Lender hereundernovation, shall be subject dated as of the Increase Date and shall otherwise be in substantially the form of the replaced Notes. Simultaneously with the issuance of any new Notes pursuant to this §2.10(c), if required by the Agent, the Borrower shall deliver an opinion of counsel, addressed to the approval Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Notes shall be canceled and promptly returned to the Borrower.
(d) Notwithstanding anything to the contrary contained herein, the obligation of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may pursuant to this §2.10 shall be made conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total Commitment:
(i) The Borrower shall pay (A) to the Agent those fees described in an amount which is less than the increase requested and contemplated by the Company Agreement Regarding Fees with respect to the applicable Commitment Increase, and (B) to the Arrangers such facility fees as the Lenders who are providing an additional Commitment may require to increase the aggregate Commitment, which fees shall, when paid, be fully earned and non-refundable under any circumstances. The Arrangers shall pay to the Lenders acquiring the increased Commitment certain fees pursuant to their separate agreement; and
(ii) On the date any Increase Notice is given and on the date such increase becomes effective, both immediately before and after the Total Commitment is increased, there shall exist no Default or Event of Default; and
(iii) The representations and warranties made by the Borrower and the Guarantors, if any, in the Company Loan Documents or otherwise in connection therewith on or after the date thereof shall have been true and correct in all material respects when made and shall also be true and correct in all material respects on the date of such Increase Notice and on the date the Total Commitment is unable increased, both immediately before and after the Total Commitment is increased (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to arrange forbe true and correct in all material respects only as of such specified date, and that any representation or chooses not warranty that is qualified by any materiality standard shall be required to arrange forbe true and correct in all respects); and
(iv) The Borrower and the Guarantors, Augmenting Lendersif any, shall execute and deliver to Agent and the Lenders such additional documents, instruments, certifications and opinions as the Agent may reasonably require in its sole and absolute discretion, including, without limitation, a Compliance Certificate, demonstrating compliance with all covenants, representations and warranties set forth in the Loan Documents after giving effect to the increase; and
(v) The Borrower and the Guarantors, if any, shall satisfy such other conditions to such increase as Agent may require in its reasonable discretion.
Appears in 2 contracts
Samples: Credit Agreement (Mid-America Apartments, L.P.), Credit Agreement (Mid-America Apartments, L.P.)
Increase in Total Commitment. (ai) The Company may from time to timeProvided that no Default or Event of Default has occurred and is continuing, by upon written notice to the Administrative Agent (which shall deliver a copy thereof to each Lenderpromptly notify the Lenders), and subject to Section 2.04(b)(iii) below, the Borrower may (A) at any time prior to the Maturity Date, request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth the amount of the requested increase in the Total Commitment up to an aggregate amount of One Hundred Ten Million Dollars ($110,000,000) and (B) on a one-time basis, at any time after an increase pursuant to subclause (A) of this clause (i) and prior to the second anniversary of the Closing Date, request an increase in the Total Commitment up to an aggregate amount of One Hundred Thirty Five Million Dollars ($135,000,000). At the time of sending such written notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall be an integral multiple of $10,000,000) and the date on which such increase is requested to become effective (which shall not in no event be less than 10 ten (10) Business Days or more than 60 days after from the date of delivery of such noticenotice to the Lenders), and . Each Lender shall offer to each Lender notify the opportunity Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Percentage Proportionate Share of the proposed increased amountsuch requested increase. Each Any Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice responding within such time period of 10 days shall be deemed to have declined to increase its Commitment) (. The Administrative Agent shall notify the Borrower and each Lender so declining or being deemed of the Lenders’ responses to have declined being each request made hereunder. To achieve the full amount of a “Non-Increasing Lender”). In requested increase, the event that, on the 10th day after Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent shall have delivered and its counsel.
(ii) If the Company’s noticeTotal Commitment is increased in accordance with this Section 2.04(b), the Administrative Agent and the Borrower shall determine the effective date (the "Increase Effective Date") and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall have agreed deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and, (ii) in the case of the Borrower, including a Compliance Certificate demonstrating pro forma compliance with the financial covenants contained in Section 5.03 after giving effect to such increase and (iii) certifying that, before and after giving effect to such increase, the representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the Increase Effective Date (except for representations and warranties expressly made as of a specified date, which shall be true and correct in all material respects as of such date) and no Default or Event of Default has occurred and is continuing. The Borrower shall deliver new or amended Revolving Loan Notes reflecting the increased Commitment of any Lender holding or requesting a Revolving Loan Note. The Administrative Agent shall distribute an amended Schedule I (which shall be deemed incorporated into this Agreement), to reflect any changes therein resulting from such increase. The Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 2.13) to the preceding sentence extent necessary to keep the outstanding Revolving Loans ratable with any revised Proportionate Shares arising from any nonratable increase their in the Commitments by an aggregate hereunder.
(iii) In connection with any increase in the Total Commitment pursuant to this Section 2.04(b), the Borrower shall amend, or cause to be amended, each Leasehold Mortgage that contains a provision stating that the maximum amount secured thereunder is less than the amount of such increased Total Commitment to reflect in such Leasehold Mortgage the increase in the Total Commitment requested by and the CompanyRevolving Loan Notes; provided, however, that the Company may arrange for one or more banks or other financial institutions (Borrower shall only be required to use commercially reasonable efforts to obtain a Landlord Consent with respect to any such bank or other financial institution referred amendment to a Leasehold Mortgage.
(iv) This Section 2.04(b) shall supersede any provisions in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal Section 8.04 to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may be made in an amount which is less than the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenderscontrary.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Wild Oats Markets Inc)
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to timetime before the date that is forty-five (45) days prior to the Revolving Credit Maturity Date (as the same may be extended pursuant to §2.12 below) or Term Loan Maturity Date, as applicable, to request an increase in the Total Revolving Credit Commitment and/or the Total Term Loan Credit Commitment such that after giving effect to such increase the Total Commitment does not exceed $150,000,000.00 in the aggregate by giving written notice to the Administrative Agent (each, an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $5,000,000.00. Upon receipt of any Increase Notice, the Agent shall consult with Arranger and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, in connection with such increase in the Revolving Credit Commitment and/or Term Loan Commitment, as applicable (which shall deliver be in addition to the fees to be paid to Arranger pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined, then the Agent shall send a copy thereof notice to each Lender)all Revolving Credit Lenders and/or Term Loan Lenders, as applicable (the “Additional Commitment Request Notice”) informing them of the Borrower’s request that to increase the Total Revolving Credit Commitment or the Total Term Loan Commitment, as applicable, and of the facility fees to be increased by paid with respect thereto. Each Revolving Credit Lender or Term Loan Lender, as applicable, who desires to provide an amount not to exceed the Incremental Facility Amount at additional Revolving Credit Commitment or Term Loan Commitment, as applicable, upon such time. Such notice terms shall set forth provide Agent with a written commitment letter specifying the amount of the additional Revolving Credit Commitment or Term Loan Commitment, as applicable, by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase in is oversubscribed then the Total Commitment (which shall be an integral multiple of $10,000,000) Agent and the date Arranger shall allocate the Commitment Increase among the Revolving Credit Lenders or Term Loan Lenders, as applicable, who provide such commitment letters on which such increase is basis as the Agent and the Arranger shall determine in their sole discretion. If the additional Revolving Credit Commitments or Term Loan Commitments, as applicable, so provided are not sufficient to provide the full amount of the Revolving Credit Commitment Increase or Term Loan Commitment Increase, as applicable, requested to become effective (which by the Borrower, then the Agent, Arranger or Borrower may, but shall not be less than 10 Business Days or more than 60 days after the date of such notice)obligated to, and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for invite one or more banks or other financial lending institutions (any such bank which banks or other financial institution referred lending institutions shall be reasonably acceptable to in this clause Agent, Arranger and Borrower) to become a Revolving Credit Lender or Term Loan Lender, as applicable, and provide an additional Revolving Credit Commitment or Term Loan Commitment, as applicable. The Agent shall provide all Revolving Credit Lenders or Term Loan Lenders, as applicable, with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment or Term Loan Commitment, as applicable, to be provided by each Revolving Credit Lender or Term Loan Lender, as applicable, and the revised Revolving Credit Commitment Percentages or Term Loan Commitment Percentages, as applicable, which shall be applicable after the effective date of the Revolving Credit Commitment Increase or Term Loan Commitment Increase, as applicable, specified therein (a) being called an the “Augmenting LenderCommitment Increase Date”). In no event shall any Lender be obligated to provide an additional Revolving Credit Commitment or Term Loan Commitment.
(b) On any Commitment Increase Date the outstanding principal balance of the Revolving Credit Loans or Term Loans, which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunderas applicable, shall be subject reallocated among the Revolving Credit Lenders or Term Loan Lenders, as applicable, such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans or Term Loans, as applicable, owed to each Revolving Credit Lender or Term Loan Lender, as applicable, shall be equal to such Lender’s Revolving Credit Commitment Percentage or Term Loan Commitment Percentage, as applicable (as in effect after the applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans or Term Loans, as applicable. The participation interests of the Revolving Credit Lenders in Letters of Credit shall be similarly adjusted. On any Commitment Increase Date, those Revolving Credit Lenders or Term Loan Lenders whose Revolving Credit Commitment Percentage or Term Loan Commitment Percentage is increasing shall advance the funds to the approval of the Administrative Agent and the Company funds so advanced shall be distributed among the Revolving Credit Lenders or Term Loan Lenders, as applicable, whose Revolving Credit Commitment Percentage or Term Loan Commitment Percentage, as applicable, is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans or Term Loans, as applicable. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitment Percentages. To the extent such reallocation results in certain Lenders receiving funds which are applied to LIBOR Rate Loans prior to the last day of the applicable Interest Period, then the Borrower shall pay to the Agent for the account of the affected Lenders the Breakage Costs for each such Lender (provided that the parties agree to attempt to coordinate the closing of any increase of the Total Revolving Credit Commitment or Total Term Loan Commitment, as applicable, to minimize Breakage Costs that may come due); provided, however, each Lender agrees to apply any amounts received by them pursuant to this §2.11(b) first to the principal of any Base Rate Loans held by such Lender and then to the principal of LIBOR Rate Loans held by such Lender.
(c) Upon the effective date of each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Revolving Credit Commitment or Total Term Loan Commitment, as applicable, pursuant to this §2.11 the Agent may unilaterally revise Schedule 1 hereto and the Borrower shall execute and deliver to the Agent new Revolving Credit Notes or Term Loan Notes for each Lender whose Commitment has changed so that the principal amount of such Revolving Credit Lender’s Revolving Credit Note shall equal its Revolving Credit Commitment and such Term Loan Lender’s Term Loan Note shall equal its Term Loan Commitment. The Agent shall deliver such replacement Revolving Credit Notes and Term Loan Notes to the respective Lenders in exchange for the Revolving Credit Notes and Term Loan Notes replaced thereby which shall be made surrendered by such Lenders. Such new Revolving Credit Notes and Term Loan Notes shall provide that they are replacements for the surrendered Revolving Credit Notes and Term Loan Notes, as applicable, and that they do not constitute a novation, shall be dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes or Term Loan Notes, as applicable. Within five (5) days of issuance of any new Revolving Credit Notes or Term Loan Notes, pursuant to this §2.11(c), the Borrower shall deliver an amount which is less than opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and Term Loan Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Revolving Credit Notes and Term Loan Notes shall be canceled and returned to the Borrower.
(d) Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the Revolving Credit Lenders to increase requested by the Company if the Company is unable to arrange forTotal Revolving Credit Commitment, or chooses not the Agent and the Term Loan Lenders to arrange forincrease the Total Term Loan Commitment, Augmenting Lenders.as applicable, pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total Revolving Credit Commitment or the Total Term Loan Commitment, as applicable:
Appears in 1 contract
Increase in Total Commitment. (a) The Company may Subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to timetime before the Revolving Credit Maturity Date (as the same may be extended pursuant to §2.12 below) or the Term Loan Maturity Date, as applicable, to request an increase in the Total Revolving Credit Commitment and/or the Total Term Loan Credit Commitment by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lenderan “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), request provided that any such individual increase must be in a minimum amount of $20,000,000.00 and increments of $5,000,000.00 in excess thereof, and the Total Commitment be increased by an amount shall not to exceed $950,000,000.00. Upon receipt of any Increase Notice, the Incremental Facility Amount at such time. Such notice Agent shall set forth consult with KCM and shall notify the Borrower of the amount of the facility fees to be paid to any Lenders who provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, in connection with such increase in the Revolving Credit Commitment and/or Term Loan Commitment, as applicable, pursuant to the Agreement Regarding Fees. If the Borrower agrees to pay the facility fees so determined (and/or such other fees as may be agreed to by Borrower and Agent), the Agent shall send a notice to all Revolving Credit Lenders and/or Term Loan Lenders, as applicable (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Revolving Credit Commitment and/or the Total Term Loan Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Revolving Credit Lender and/or Term Loan Lender, as applicable, who desires to provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and KCM shall allocate the Commitment Increase among the Revolving Credit Lenders and/or Term Loan Lenders, as applicable, who provide such commitment letters on such basis as the Agent and KCM, shall determine following consultation with the Borrower. If the additional Revolving Credit Commitments and/or Term Loan Commitments, as applicable, so provided are not sufficient to provide the full amount of the Revolving Credit Commitment Increase and/or the Term Loan Commitment Increase, as applicable, that is requested by the Borrower, then the Agent, KCM, or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to Agent, KCM, and the Borrower) to become a Revolving Credit Lender and/or Term Loan Lender, as applicable, and provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable. The Agent shall provide all Revolving Credit Lenders and/or Term Loan Lenders, as applicable, with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, to be provided by each Revolving Credit Lender and/or Term Loan Lender, as applicable, and the revised Revolving Credit Commitment Percentages and/or Term Loan Commitment Percentages, as applicable, which shall be applicable after the effective date of the Revolving Credit Commitment Increase and/or Term Loan Commitment Increase, as applicable, specified therein (the “Commitment Increase Date”). In no event shall any Lender be obligated to provide an additional Revolving Credit Commitment and/or Term Loan Commitment.
(b) On any Commitment Increase Date the outstanding principal balance of the Revolving Credit Loans shall be reallocated among the Revolving Credit Lenders such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Revolving Credit Lender shall be equal to such Lender’s Revolving Credit Commitment Percentage (as in effect after the applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans. The participation interests of the Revolving Credit Lenders in Letters of Credit shall be similarly adjusted. On any Commitment Increase Date, those Revolving Credit Lenders whose Revolving Credit Commitment Percentage is increasing shall advance the funds to the Agent (in each case, in the applicable Currency for such Revolving Credit Loans) and the funds so advanced shall be distributed among the Revolving Credit Lenders whose Revolving Credit Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans. The funds so advanced in Dollars shall be Base Rate Loans or LIBOR Rate Loans, in accordance with the request of the Borrower, and the funds so advanced in an Alternative Currency shall be LIBOR Rate Loans which are allocated among all Lenders based on their Revolving Credit Commitment Percentages. To the extent such reallocation results in certain Lenders receiving funds which are applied to LIBOR Rate Loans prior to the last day of the applicable Interest Period, then the Borrower shall pay to the Agent for the account of the affected Lenders the Breakage Costs for each such Lender (provided that the parties agree to attempt to coordinate the closing of any increase of the Total Revolving Credit Commitment or Total Term Loan Commitment, as applicable, to minimize Breakage Costs that may come due); provided, however, each Lender agrees to apply any amounts received by them pursuant to this §2.11(b) first to the principal of any Base Rate Loans held by such Lender and then to the principal of LIBOR Rate Loans held by such Lender.
(c) Upon the effective date of each increase in the Total Commitment pursuant to this §2.11, (i) the Agent may unilaterally revise Schedule 1.1 to reflect the name and address, Commitment and Commitment Percentage of each Lender following such increase and the Borrower shall execute and deliver to the Agent new Revolving Credit Notes or Term Loan Notes, as applicable, for each Lender whose Commitment has changed so that the principal amount of such Lender’s Revolving Credit Note or Term Loan Note shall equal its Commitment. The Agent shall deliver such replacement Revolving Credit Note and/or Term Loan Note, as applicable, to the respective Lenders in exchange for the Revolving Credit Notes and/or Term Loan Notes replaced thereby which shall be an integral multiple of $10,000,000) and surrendered by such Lenders. Such new Revolving Credit Notes and/or Term Loan Notes, as applicable, shall provide that they are replacements for the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days after the date of such notice)surrendered Revolving Credit Notes and/or Term Loan Notes, as applicable, and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given that they do not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or constitute a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereundernovation, shall be subject dated as of the applicable Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes or Term Loan Notes, as applicable. In connection with the issuance of any new Revolving Credit Notes and/or Term Loan Note, as applicable, pursuant to this §2.11(c), the Borrower shall deliver an opinion of counsel, addressed to the approval Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and/or Term Loan Notes, as applicable, and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Revolving Credit Notes and/or Term Loan Notes, as applicable, shall be canceled and returned to the Borrower.
(d) Notwithstanding anything to the contrary contained herein, the obligation of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Revolving Credit Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Revolving Credit Commitment, and/or the Agent and the Term Loan Lenders to increase the Total Term Loan Commitment, as applicable, pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total Revolving Credit Commitment may be made in an amount which is less than or the increase requested by the Company if the Company is unable to arrange forTotal Term Loan Commitment, or chooses not to arrange for, Augmenting Lenders.as applicable:
Appears in 1 contract
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to time, time before the date that is one (1) year prior to the Revolving Credit Maturity Date to request an increase in the Total Revolving Credit Commitment and/or the Total Term Loan Credit Commitment by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lenderan “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), request provided that any such individual increase must be in a minimum amount of $5,000,000.00 and increments of $1,000,000.00 in excess thereof, and the Total Commitment be increased by an amount shall not to exceed $750,000,000.00. Upon receipt of any Increase Notice, the Incremental Facility Amount at such time. Such notice Agent shall set forth consult with KCM and shall notify the Borrower of the amount of the requested facility fees to be paid to any Lenders who provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, in connection with such increase in the Revolving Credit Commitment and/or Term Loan Commitment, as applicable. If the Borrower agrees to pay the facility fees so determined, the Agent shall send a notice to all Revolving Credit Lenders or Term Loan Lenders, as applicable (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Revolving Credit Commitment (or the Total Term Loan Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Revolving Credit Lender or Term Loan Lender, as applicable, who desires to provide an additional Revolving Credit Commitment or Term Loan Commitment, as applicable, upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional Revolving Credit Commitment or Term Loan Commitment, as applicable, which shall it is willing to provide prior to such deadline as may be an integral multiple of $10,000,000) and specified in the date on which such Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and KCM shall allocate the Commitment Increase among the Revolving Credit Lenders or Term Loan Lenders, as applicable, who provide such commitment letters on such basis as the Agent and KCM, shall determine in their sole discretion. If the additional Revolving Credit Commitments or Term Loan Commitments, as applicable, so provided are not sufficient to provide the full amount of the Revolving Credit Commitment Increase or the Term Loan Commitment Increase, as applicable, that is requested to become effective (which by the Borrower, then the Agent, KCM, or the Borrower may, but shall not be less than 10 Business Days or more than 60 days after the date of such notice)obligated to, and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for invite one or more banks or other financial lending institutions (any such bank which banks or other financial institution referred lending institutions shall be acceptable to in this clause Agent, KCM, and the Borrower) to become a Revolving Credit Lender or Term Loan Lender, as applicable, and provide an additional Revolving Credit Commitment or Term Loan Commitment, as applicable. The Agent shall provide all Revolving Credit Lenders or Term Loan Lenders, as applicable, with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment or Term Loan Commitment, as applicable, to be provided by each Revolving Credit Lender or Term Loan Lender, as applicable, and the revised Revolving Credit Commitment Percentages or Term Loan Commitment Percentages, as applicable, which shall be applicable after the effective date of the Revolving Credit Commitment Increase or Term Loan Commitment Increase, as applicable, specified therein (a) being called an the “Augmenting LenderCommitment Increase Date”), which may include . In no event shall any Lender, Lender be obligated to extend Commitments provide an additional Revolving Credit Commitment or increase their existing Commitments in an aggregate amount equal to Term Loan Commitment.
(b) In the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval event of the Administrative initial increase of the Term Loan Commitment, the Borrower, the Agent and the Company Lenders providing such initial Term Loan Commitment shall enter into an amendment to this Agreement as is necessary to evidence such increase of the Term Loan Commitment (the "Term Loan Commitment Amendment"), and all Lenders not providing the initial Term Loan Commitments hereby consent to such limited scope amendment without future consent rights with respect to such Term Loan Commitment Amendment, provided that any such amendment regarding the Term Loan shall provide that: (A) the final maturity date of the Term Loan Commitment shall be no earlier than the Revolving Credit Maturity Date, (B) there shall be no scheduled amortization of the loans or reductions of commitments under the Term Loan Commitment (which shall not restrict any mandatory prepayments required under §3.2 below), (C) the Term Loans will rank pari passu in right of payment and with respect to security with the existing Revolving Credit Loans and the borrower and guarantors of the Term Loan Commitment shall be the same as the Borrower and Guarantors with respect to the existing Revolving Credit Loans, (D) the interest rate margin, rate floors, fees, original issue discount and premium applicable to such Term Loan shall be determined by the Borrower and such Term Loan Lenders, and (E) the Term Loans may participate on a pro rata or less than pro rata (but not greater than pro rata) basis in voluntary or mandatory prepayments with the Revolving Credit Loans.
(c) On any Commitment Increase Date the outstanding principal balance of the Revolving Credit Loans shall be reallocated among the Revolving Credit Lenders such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Augmenting Revolving Credit Lender shall execute be equal to such Lender’s Revolving Credit Commitment Percentage (as in effect after the applicable Commitment Increase Date) of the outstanding principal amount of all such documentation Revolving Credit Loans. The participation interests of the Revolving Credit Lenders in Swing Loans and Letters of Credit shall be similarly adjusted. On any Commitment Increase Date, those Revolving Credit Lenders whose Revolving Credit Commitment Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall be distributed among the Revolving Credit Lenders whose Revolving Credit Commitment Percentage is decreasing as necessary to accomplish the Administrative Agent required reallocation of the outstanding Revolving Credit Loans. The funds so advanced shall specify be Base Rate Loans until converted to evidence its LIBOR Rate Loans which are allocated among all Lenders based on their Commitment and/or its status as a Lender hereunder. Any Percentages.
(d) Upon the effective date of each increase in the Total Revolving Credit Commitment or Total Term Loan Commitment pursuant to this §2.11 the Agent may unilaterally revise Schedule 1.1 to reflect the name and address, Commitment and Commitment Percentage of each Lender following such increase and the Borrower shall execute and deliver to the Agent new Revolving Credit Notes or Term Loan Notes for each Lender whose Commitment has changed so that the principal amount of such Revolving Credit Lender’s Revolving Credit Note shall equal its Revolving Credit Commitment and such Term Loan Lender’s Term Loan Note shall equal its Term Loan Commitment. The Agent shall deliver such replacement Revolving Credit Notes and Term Loan Notes to the respective Lenders in exchange for the Revolving Credit Notes and Term Loan Notes replaced thereby which shall be made surrendered by such Lenders. Such new Revolving Credit Notes and Term Loan Notes shall provide that they are replacements for the surrendered Revolving Credit Notes and Term Loan Notes, as applicable, and that they do not constitute a novation, shall be dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes or Term Loan Notes, as applicable. In connection therewith, the Borrower shall deliver an amount which is less than opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and Term Loan Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Revolving Credit Notes and Term Loan Notes shall be canceled and returned to the Borrower.
(e) Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the Revolving Credit Lenders to increase requested by the Company if the Company is unable to arrange forTotal Revolving Credit Commitment, or chooses not the Agent and the Term Loan Lenders to arrange forincrease the Total Term Loan Commitment, Augmenting Lenders.as applicable, pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total Revolving Credit Commitment or the Total Term Loan Commitment, as applicable:
Appears in 1 contract
Samples: Credit Agreement (Carter Validus Mission Critical REIT, Inc.)
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to time, time before the Maturity Date to request one or more increases in the Total Commitment to an aggregate amount of not more than $450,000,000.00 by giving written notice to the Administrative Agent (which each, an “Increase Notice”; and the amount of such requested increase is a “Commitment Increase”); provided that any such individual increase must be in a minimum amount of $25,000,000.00 and increments of $10,000,000.00 in excess thereof unless otherwise approved by the Agent in its sole discretion. Upon receipt of any Increase Notice, the Agent shall deliver a copy thereof to each Lender), request that consult with the Total Commitment be increased by an amount not to exceed Arranger and shall notify the Incremental Facility Amount at such time. Such notice shall set forth Borrower of the amount of the requested facility fees to be paid to any Lenders who increase their respective Commitment in connection with such increase in the Total Commitment (which shall be in addition to the fees to be paid to the Arranger pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined, the Agent shall send a notice to all Lenders (each, an integral multiple “Additional Commitment Request Notice”) informing them of $10,000,000) the Borrower’s request to increase the Total Commitment and of the date on which such increase is requested facility fees to become effective (which shall not be less than 10 Business Days or more than 60 days after the date of such notice), and shall offer to each paid with respect thereto. Each Lender the opportunity who desires to increase its Commitment by its Pro Rata Percentage upon such terms shall provide the Agent with a written commitment letter specifying the amount of such increase which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arranger shall allocate the Commitment Increase among the Lenders who provide such commitment letters on such basis as the Agent and the Arranger shall determine in their sole discretion. In addition, the Agent, Arranger or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be reasonably acceptable to the Agent, the Arranger and the Borrower) to become a Lender and provide an additional Commitment. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the proposed increased amount. Each additional Commitment to be provided by each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days revised Commitment Percentages which shall be applicable after the effective date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount Commitment Increase specified therein (each Lender so agreeing being an each, a “Increasing LenderCommitment Increase Date”) or decline to increase its Commitment (and ). In no event shall any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined obligated to increase its Commitment.
(b) (On any Commitment Increase Date the outstanding principal balance of the Revolving Credit Loans shall be reallocated among the Lenders such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Lender so declining or being deemed shall be equal to have declined being a “Non-Increasing such Lender”). In the event that, on the 10th day ’s Commitment Percentage (as in effect after the Administrative Agent shall have delivered applicable Commitment Increase Date) of the Company’s notice, outstanding principal amount of all Revolving Credit Loans. The participation interests of the Lenders in Swing Loans and Letters of Credit shall have agreed pursuant be similarly adjusted. On any Commitment Increase Date, each of those Lenders whose Commitment Percentage is increasing shall advance the funds to the preceding sentence Agent and the funds so advanced shall be distributed among the Lenders whose Commitment Percentage is decreasing as necessary to increase accomplish the required reallocation of the outstanding Revolving Credit Loans. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitments by an aggregate amount less than Commitment Percentages.
(c) Upon the effective date of each increase in the Total Commitment requested by pursuant to this §2.11, (i) the CompanyAgent may unilaterally revise Schedule 1.1 to reflect the name and address, Commitment and Commitment Percentage of each Lender following such increase and the Company may arrange Borrower shall execute and deliver to the Agent a new Revolving Credit Note for one or more banks or other financial institutions each Lender whose Commitment has changed so that the principal amount of such Lender’s Revolving Credit Note shall equal its Commitment, (any such bank or other financial institution referred ii) the Swing Loan Commitment shall automatically increase to in this clause the lesser of (aA) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to ten percent (10%) of the unsubscribed amount; provided that each Augmenting new Total Commitment and (B) the Commitment of the Swing Loan Lender, if and the Borrower shall execute and deliver to the Agent a new Swing Loan Note for the Swing Loan Lender so that the principal amount of the Swing Loan Note shall equal the Swing Loan Commitment, and (iii) the Letter of Credit Sublimit shall automatically increase to the lesser of (A) an amount equal to ten percent (10%) of the new Total Commitment up to a maximum of $25,000,000.00 and (B) the Commitment of the Issuing Lender. The Agent shall deliver such replacement Revolving Credit Note and Swing Loan Note to the respective Lenders in exchange for the Revolving Credit Notes and Swing Loan Note replaced thereby which shall be surrendered by such Lenders. Such new Revolving Credit Notes and Swing Loan Note shall provide that they are replacements for the surrendered Revolving Credit Notes and Swing Loan Note, and that they do not already constitute a Lender hereundernovation, shall be subject dated as of the applicable Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes and Swing Loan Note, as applicable. In connection with the issuance of any new Revolving Credit Notes or a new Swing Loan Note pursuant to this §2.11(c), the Borrower shall deliver an opinion of counsel, addressed to the approval Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and Swing Loan Note and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Revolving Credit Notes and Swing Loan Note shall be canceled and returned to the Borrower.
(d) Notwithstanding anything to the contrary contained herein, the obligation of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may pursuant to this §2.11 shall be made in an amount conditioned upon satisfaction of the following conditions precedent which is less than must be satisfied prior to the effectiveness of any increase requested by of the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.Total Commitment:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (American Realty Capital Healthcare Trust II, Inc.)
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrowers shall have the option at any time and from time to time, time before the date that is thirty (30) days prior to the Revolving Credit Maturity Date (or the extended maturity date if Borrowers exercise their extension option pursuant to §2.12) to request an increase in the Total Commitment to not more than FIVE HUNDRED MILLION DOLLARS ($500,000,000) by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth “Increase Notice”; and the amount of such requested increase is the requested “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $25,000,000 and incremental amounts of $5,000,000 in excess thereof. Upon receipt of any Increase Notice, the Agent shall consult with Arrangers and shall notify the Borrowers of the amount of facility fees to be paid to any Revolving Credit Lenders who provide an additional Revolving Credit Commitment in connection with such increase in the Total Commitment (which shall be in addition to the fees to be paid to Agent or Arrangers pursuant to the Agreement Regarding Fees). If the Borrowers agree to pay the facility fees so determined, then the Agent shall send a notice to all Revolving Credit Lenders (the “Additional Commitment Request Notice”) informing them of the Borrowers’ request to increase the Total Commitment and of the facility fees to be paid with respect thereto. Each Revolving Credit Lender who desires to provide an integral multiple additional Revolving Credit Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of $10,000,000) the additional Revolving Credit Commitment by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the date Arrangers shall allocate the Commitment Increase among the Revolving Credit Lenders who provide such commitment letters on which such increase is basis mutually acceptable to each of the Borrowers, Agent and Arrangers. If the additional Revolving Credit Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested to become effective (which by the Borrowers, then the Agent, Arrangers or Borrowers may, but shall not be less than 10 Business Days obligated to, invite one or more than 60 days banks or lending institutions (which banks or lending institutions shall be reasonably acceptable to Agent, Arrangers and Parent Borrower) to become a Revolving Credit Lender and provide an additional Revolving Credit Commitment. The Agent shall provide all Revolving Credit Lenders with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment to be provided by each Revolving Credit Lender and the revised Revolving Credit Commitment Percentages which shall be applicable after the effective date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of Increase specified therein (the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its “Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing LenderIncrease Date”). In no event shall any Revolving Credit Lender be obligated to provide an additional Revolving Credit Commitment.
(b) On any Commitment Increase Date the event that, on outstanding principal balance of the 10th day Revolving Credit Loans shall be reallocated among the Revolving Credit Lenders such that after the Administrative Agent applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Revolving Credit Lender shall have delivered be equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage (as in effect after the Company’s noticeapplicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans. The participation interests of the Revolving Credit Lenders in Swing Loans, Letters of Credit, and Alternative Currency Risk Participations shall be similarly adjusted. On any Commitment Increase Date those Revolving Credit Lenders whose Revolving Credit Commitment Percentage is increasing shall advance the Lenders shall have agreed pursuant funds to the preceding sentence Agent and the funds so advanced shall be distributed among the Revolving Credit Lenders whose Revolving Credit Commitment Percentage is decreasing as necessary to increase accomplish the required reallocation of the outstanding Revolving Credit Loans. The funds so advanced shall be Revolving Credit Base Rate Loans until converted to Revolving Credit LIBOR Rate Loans which are allocated among all Revolving Credit Lenders based on their Commitments by an aggregate amount less than Revolving Credit Commitment Percentages.
(c) Upon the effective date of each increase in the Total Commitment pursuant to this §2.11 the Agent may unilaterally revise Schedule 1.1 and the Borrowers shall, if requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal execute and deliver to the unsubscribed amount; provided Agent new Revolving Credit Notes for each Revolving Credit Lender whose Revolving Credit Commitment has changed so that each Augmenting the principal amount of such Revolving Credit Lender, if ’s Revolving Credit Note shall equal its Revolving Credit Commitment. The Agent shall deliver such replacement Revolving Credit Notes to the respective Revolving Credit Lenders in exchange for the Revolving Credit Notes replaced thereby which shall be surrendered by such Revolving Credit Lenders. Such new Revolving Credit Notes shall provide that they are replacements for the surrendered Revolving Credit Notes and that they do not already constitute a Lender hereundernovation, shall be subject dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes.
(d) Notwithstanding anything to the approval contrary contained herein, the obligation of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Revolving Credit Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may pursuant to this §2.11 shall be made in an amount conditioned upon satisfaction or waiver of the following conditions precedent which is less than must be satisfied or waived prior to the effectiveness of any increase requested by of the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.Total Commitment:
Appears in 1 contract
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to timetime before the date which is ninety (90) days prior to the Revolving Credit Maturity Date or the Term Loan Maturity Date, as applicable, to request an increase in the Total U.S. Dollar Revolving Credit Commitment and/or the Total Term Loan Commitment to a Total Commitment of not more than $1,250,000,000.00 by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth “Increase Notice”; and the amount of such requested increase is the requested “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $5,000,000.00. Upon receipt of any Increase Notice, the Agent shall consult with Arranger and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an additional Commitment in connection with such increase in the Total Commitment (which shall be in addition to the fees to be paid to Agent or Arranger pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined, then the Agent shall send a notice to all Lenders (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total U.S. Dollar Revolving Credit Commitment and/or the Total Term Loan Commitment and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an integral multiple additional U.S. Dollar Revolving Credit Commitment and/or Term Loan Commitment upon such terms shall provide Agent with a written commitment letter within ten (10) Business Days of $10,000,000) receipt of the Additional Commitment Request Notice, specifying the amount of the additional U.S. Dollar Revolving Credit Commitment and/or Term Loan Commitment by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the date Arranger shall allocate the Commitment Increase among the Lenders who provide such commitment letters on which such increase is basis mutually acceptable to the Borrower, the Agent and the Arranger. If, as of the tenth (10th) Business Day after receipt by Lenders of the Additional Commitment Request Notice, the additional U.S. Dollar Revolving Credit Commitment and/or Term Loan Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested to become effective (which by the Borrower, then the Agent, Arranger or Borrower may, but shall not be less than 10 Business Days or more than 60 days after the date of such notice)obligated to, and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for invite one or more banks or other financial lending institutions (which banks or lending institutions shall be reasonably acceptable to Agent, Arranger and Borrower) to become a Lender and provide an additional U.S. Dollar Revolving Credit Commitment and/or Term Loan Commitment. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the additional U.S. Dollar Revolving Credit Commitment and/or Term Loan Commitment to be provided by each Lender and the revised U.S. Dollar Commitment Percentages, Revolving Credit Commitment Percentages and/or Term Loan Commitment Percentages which shall be applicable after the effective date of the Commitment Increase specified therein (the “Commitment Increase Date”). In no event shall any such bank or other financial institution referred Lender be obligated to provide an additional Commitment. Notwithstanding anything in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal Agreement to the unsubscribed amount; provided that each Augmenting Lendercontrary, if not already a Lender hereunder, shall be subject no increase to the approval of the Administrative Agent and the Company and each Augmenting Lender Total U.S. Dollar Revolving Credit Commitment shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may be made in an amount which is less than the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting LendersAlternative Currency/Dollar Revolving Credit Commitment.
Appears in 1 contract
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to timetime before the date that is one (1) year prior to the Revolving Credit Maturity Date or the Term Loan Maturity Date (as each may be extended pursuant to §2.12 below), as applicable, to request an increase in the Total Revolving Credit Commitment and/or the Total Term Loan Credit Commitment by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lenderan “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), request provided that any such individual increase must be in a minimum amount of $5,000,000.00 and increments of $1,000,000.00 in excess thereof, and the Total Commitment be increased by an amount shall not to exceed $550,000,000.00. Upon receipt of any Increase Notice, the Incremental Facility Amount at such time. Such notice Agent shall set forth consult with KCM and shall notify the Borrower of the amount of the requested facility fees to be paid to any Lenders who provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, in connection with such increase in the Revolving Credit Commitment and/or Term Loan Commitment, as applicable, pursuant to the Agreement Regarding Fees. If the Borrower agrees to pay the facility fees so determined, the Agent shall send a notice to all Revolving Credit Lenders or Term Loan Lenders, as applicable (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Revolving Credit Commitment (or the Total Term Loan Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Revolving Credit Lender or Term Loan Lender, as applicable, who desires to provide an additional Revolving Credit Commitment or Term Loan Commitment, as applicable, upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional Revolving Credit Commitment or Term Loan Commitment, as applicable, which shall it is willing to provide prior to such deadline as may be an integral multiple of $10,000,000) and specified in the date on which such Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and KCM shall allocate the Commitment Increase among the Revolving Credit Lenders or Term Loan Lenders, as applicable, who provide such commitment letters on such basis as the Agent and KCM, shall determine in their sole discretion. If the additional Revolving Credit Commitments or Term Loan Commitments, as applicable, so provided are not sufficient to provide the full amount of the Revolving Credit Commitment Increase or the Term Loan Commitment Increase, as applicable, that is requested to become effective (which by the Borrower, then the Agent, KCM, or the Borrower may, but shall not be less than 10 Business Days or more than 60 days after the date of such notice)obligated to, and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for invite one or more banks or other financial lending institutions (any such bank which banks or other financial institution referred lending institutions shall be acceptable to in this clause Agent, KCM, and the Borrower) to become a Revolving Credit Lender or Term Loan Lender, as applicable, and provide an additional Revolving Credit Commitment or Term Loan Commitment, as applicable. The Agent shall provide all Revolving Credit Lenders or Term Loan Lenders, as applicable, with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment or Term Loan Commitment, as applicable, to be provided by each Revolving Credit Lender or Term Loan Lender, as applicable, and the revised Revolving Credit Commitment Percentages or Term Loan Commitment Percentages, as applicable, which shall be applicable after the effective date of the Revolving Credit Commitment Increase or Term Loan Commitment Increase, as applicable, specified therein (a) being called an the “Augmenting LenderCommitment Increase Date”). In no event shall any Lender be obligated to provide an additional Revolving Credit Commitment or Term Loan Commitment.
(b) On any Commitment Increase Date the outstanding principal balance of the Revolving Credit Loans or Term Loans, which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunderas applicable, shall be subject reallocated among the Revolving Credit Lenders or Term Loan Lenders, as applicable, such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans or Term Loans, as applicable, owed to each Revolving Credit Lender or Term Loan Lender, as applicable, shall be equal to such Lender’s Revolving Credit Commitment Percentage or Term Loan Commitment Percentage, as applicable (as in effect after the applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans or Term Loans, as applicable. The participation interests of the Revolving Credit Lenders in Swing Loans and Letters of Credit shall be similarly adjusted. On any Commitment Increase Date, those Revolving Credit Lenders or Term Loan Lenders whose Revolving Credit Commitment Percentage or Term Loan Commitment Percentage is increasing shall advance the funds to the approval of the Administrative Agent and the Company and funds so advanced shall be distributed among the Revolving Credit Lenders or Term Loan Lenders, as applicable, whose Revolving Credit Commitment Percentage or Term Loan Commitment Percentage, as applicable, is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans or Term Loans, as applicable. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitment Percentages.
(c) Upon the effective date of each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Revolving Credit Commitment or Total Term Loan Commitment pursuant to this §2.11 the Agent may unilaterally revise Schedule 1.1 to reflect the name and address, Commitment and Commitment Percentage of each Lender following such increase and the Borrower shall execute and deliver to the Agent new Revolving Credit Notes or Term Loan Notes for each Lender whose Commitment has changed so that the principal amount of such Revolving Credit Lender’s Revolving Credit Note shall equal its Revolving Credit Commitment and such Term Loan Lender’s Term Loan Note shall equal its Term Loan Commitment. The Agent shall deliver such replacement Revolving Credit Notes and Term Loan Notes to the respective Lenders in exchange for the Revolving Credit Notes and Term Loan Notes replaced thereby which shall be made surrendered by such Lenders. Such new Revolving Credit Notes and Term Loan Notes shall provide that they are replacements for the surrendered Revolving Credit Notes and Term Loan Notes, as applicable, and that they do not constitute a novation, shall be dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes or Term Loan Notes, as applicable. In connection therewith, the Borrower shall deliver an amount which is less than opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and Term Loan Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Revolving Credit Notes and Term Loan Notes shall be canceled and returned to the Borrower.
(d) Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the Revolving Credit Lenders to increase requested by the Company if the Company is unable to arrange forTotal Revolving Credit Commitment, or chooses not the Agent and the Term Loan Lenders to arrange forincrease the Total Term Loan Commitment, Augmenting Lenders.as applicable, pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total Revolving Credit Commitment or the Total Term Loan Commitment, as applicable:
Appears in 1 contract
Samples: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)
Increase in Total Commitment. (a) The Company may from time to time, by written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth the amount of the requested increase in the Total Commitment (which shall be an integral multiple of $10,000,000) and the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days after the date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s 's notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “"Increasing Lender”") or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “"Non-Increasing Lender”"). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s 's notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “"Augmenting Lender”"), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may be made in an amount which is less than the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.
(b) On the effective date (the "Increase Effective Date") of any increase in the Total Commitment pursuant to this Section 2.21 (the "Commitment Increase"), (i) the aggregate principal amount of the Standby Loans outstanding (the "Initial Loans") immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid; (ii) each Increasing Lender and each Augmenting Lender that shall have been a Lender prior to the Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the difference between (A) the product of (1) such Lender's Pro Rata Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such Lender's Pro Rata Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans; (iii) each Augmenting Lender that shall not have been a Lender prior to the Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the product of (1) such Augmenting Lender's Pro Rata Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings; (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Non-Increasing Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Lender's Pro Rata Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans and (B) the product of (1) such Non-Increasing Lender's Pro Rata Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings; (v) after the effectiveness of the Commitment Increase, the Company shall be deemed to have made new Borrowings (the "Subsequent Borrowings") in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a borrowing request delivered in accordance with Section 2.04; (vi) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Pro Rata Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase); and (vii) the Company shall pay each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurocurrency Loan shall be subject to indemnification by the Company pursuant to the provisions of Section 2.15 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto.
(c) Notwithstanding the foregoing, no increase in the Total Commitment (or in the Commitment of any Lender) or addition of a new Lender shall become effective under this Section 2.21 unless, (i) on the Increase Effective Date, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company; (ii) no reduction of the Total Commitment shall have occurred prior to the Increase Effective Date; and (iii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Effective Date under clauses (a) and (b) of Section 4.02 as to the corporate power and authority of the Company to borrow hereunder after giving effect to such increase.
Appears in 1 contract
Samples: Credit Facility Agreement (Hartford Financial Services Group Inc/De)
Increase in Total Commitment. At any time (a) The Company may from time but at least 60 days prior to timethe Maturity Date), by the Borrower shall have the right, upon written notice to the Administrative Agent (which shall deliver a copy thereof and satisfaction of the Increase Conditions, to each Lender), request that cause the Total Commitment be increased to increase by an amount not at any time exceeding $75,000,000 (the “Increase”), in which event Schedule 2 will be deemed to exceed be amended to reflect the Incremental Facility Amount at increased Commitment of each Lender, if any, that has agreed in writing to an increase and to add any third party financial institution that may have become a party to, and a “Lender” under, this Agreement in connection with the Increase (and the Agent is hereby authorized to effect such time. Such notice shall set forth the amount amendment on behalf of the requested increase Lenders and the Borrower); provided, however, that it shall be a condition precedent to the effectiveness of the Increase that the Increase Conditions shall have been satisfied. In the event that the Increase results in any change to the Commitment Percentage of any Lender, then on the effective date of such Increase in the Total Commitment (which i) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Agent such amounts as are necessary to fund its new or increased Commitment Percentage of all existing Revolving Credit Loans, (ii) the Agent will use the proceeds thereof to pay to all Lenders whose Commitment Percentage is decreasing such amounts as are necessary so that each such Lender’s participation in existing Revolving Credit Loans will be an integral multiple of $10,000,000equal to its adjusted Commitment Percentage, and (iii) and if the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days after the date of such notice)Increase in the Total Commitment occurs on a date other than the last day of an Interest Period applicable to any outstanding Libor Rate Loan, the Borrower will be responsible for Libor Breakage Costs and any other amounts payable pursuant to §4.8 on account of the payments made pursuant to clause (ii) above. No Lender shall offer to each Lender the opportunity have any obligation to increase its Commitment by its Pro Rata Percentage of in connection with the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may be made in an amount which is less than the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting LendersIncrease.
Appears in 1 contract
Samples: Revolving Credit Agreement (First Potomac Realty Trust)
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to timetime on and after December 31, 2012, before the Maturity Date to request one or more increases in the Total Commitment to an aggregate amount of not more than $250,000,000.00 by giving written notice to the Administrative Agent (which each, an “Increase Notice”; and the amount of such requested increase is a “Commitment Increase”); provided that any such individual increase must be in a minimum amount of $25,000,000.00 and increments of $10,000,000.00 in excess thereof unless otherwise approved by the Agent in its sole discretion. Upon receipt of any Increase Notice, the Agent shall deliver a copy thereof to each Lender), request that consult with the Total Commitment be increased by an amount not to exceed Arranger and shall notify the Incremental Facility Amount at such time. Such notice shall set forth Borrower of the amount of the requested facility fees to be paid to any Lenders who increase their respective Commitment in connection with such increase in the Total Commitment (which shall be in addition to the fees to be paid to the Arranger pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined, the Agent shall send a notice to all Lenders (each, an integral multiple “Additional Commitment Request Notice”) informing them of $10,000,000) the Borrower’s request to increase the Total Commitment and of the date on which such increase is requested facility fees to become effective (which shall not be less than 10 Business Days or more than 60 days after the date of such notice), and shall offer to each paid with respect thereto. Each Lender the opportunity who desires to increase its Commitment by its Pro Rata Percentage upon such terms shall provide the Agent with a written commitment letter specifying the amount of such increase which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arranger shall allocate the Commitment Increase among the Lenders who provide such commitment letters on such basis as the Agent and the Arranger shall determine in their sole discretion. If the increases to the Commitments so provided are not sufficient to provide the full amount of the proposed increased amount. Each Lender shallCommitment Increase requested by the Borrower, by notice then the Agent, Arranger or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to the Company Agent, the Arranger and the Administrative Borrower) to become a Lender and provide an additional Commitment. The Agent given not more than 10 days shall provide all Lenders with a notice setting forth the amount, if any, of the additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be applicable after the effective date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount Commitment Increase specified therein (each Lender so agreeing being an each, a “Increasing LenderCommitment Increase Date”) or decline to increase its Commitment (and ). In no event shall any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined obligated to increase its Commitment.
(b) (On any Commitment Increase Date the outstanding principal balance of the Revolving Credit Loans shall be reallocated among the Lenders such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Lender so declining or being deemed shall be equal to have declined being a “Non-Increasing such Lender”). In the event that, on the 10th day ’s Commitment Percentage (as in effect after the Administrative Agent shall have delivered applicable Commitment Increase Date) of the Company’s notice, outstanding principal amount of all Revolving Credit Loans. The participation interests of the Lenders in Swing Loans and Letters of Credit shall have agreed pursuant be similarly adjusted. On any Commitment Increase Date, each of those Lenders whose Commitment Percentage is increasing shall advance the funds to the preceding sentence Agent and the funds so advanced shall be distributed among the Lenders whose Commitment Percentage is decreasing as necessary to increase accomplish the required reallocation of the outstanding Revolving Credit Loans. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitments by an aggregate amount less than Commitment Percentages.
(c) Upon the effective date of each increase in the Total Commitment requested by pursuant to this §2.11, (i) the CompanyAgent may unilaterally revise Schedule 1.1 to reflect the name and address, Commitment and Commitment Percentage of each Lender following such increase and the Company may arrange Borrower shall execute and deliver to the Agent a new Revolving Credit Note for one or more banks or other financial institutions each Lender whose Commitment has changed so that the principal amount of such Lender’s Revolving Credit Note shall equal its Commitment and (any such bank or other financial institution referred ii) the Swing Loan Commitment shall automatically increase to in this clause the lesser of (aA) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to ten percent (10%) of the unsubscribed amount; provided that each Augmenting new Total Commitment and (B) the Commitment of the Swing Loan Lender, if and the Borrower shall execute and deliver to the Agent a new Swing Loan Note for the Swing Loan Lender so that the principal amount of Swing Loan Note shall equal the Swing Loan Commitment. The Agent shall deliver such replacement Revolving Credit Note and Swing Loan Note to the respective Lenders in exchange for the Revolving Credit Notes and Swing Loan Note replaced thereby which shall be surrendered by such Lenders. Such new Revolving Credit Notes and Swing Loan Note shall provide that they are replacements for the surrendered Revolving Credit Notes and Swing Loan Note, and that they do not already constitute a Lender hereundernovation, shall be subject dated as of the applicable Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes and Swing Loan Note, as applicable. Within five (5) days of issuance of any new Revolving Credit Notes or a new Swing Loan Note pursuant to this §2.11(c), the Borrower shall deliver an opinion of counsel, addressed to the approval Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and Swing Loan Note and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Revolving Credit Notes and Swing Loan Note shall be canceled and returned to the Borrower.
(d) Notwithstanding anything to the contrary contained herein, the obligation of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may pursuant to this §2.11 shall be made in an amount conditioned upon satisfaction of the following conditions precedent which is less than must be satisfied prior to the effectiveness of any increase requested by of the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.Total Commitment:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (American Realty Capital Healthcare Trust Inc)
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option (but subject to Agent’s prior written consent in each instance, which consent shall not be unreasonably withheld) at any time and from time to time, time before the date which is ninety (90) days prior to the Maturity Date to request an increase in the Total Commitment to not more than $250,000,000.00 by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth “Increase Notice”; and the amount of such requested increase is the requested “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $5,000,000.00. Upon receipt of any Increase Notice, the Agent shall consult with Arranger and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an additional Commitment in connection with such increase in the Total Commitment (which shall be an integral multiple of $10,000,000) and in addition to the date on which such increase is requested fees to become effective (which be paid to Agent or Arranger pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined, then the Agent, Arranger or Borrower may, but shall not be less than 10 Business Days obligated to, invite one or more than 60 days banks or lending institutions (which banks or lending institutions shall be acceptable to Agent, Arranger and Borrower) to become Lenders and provide additional Commitments and/or one or more existing Lenders to increase their Commitments in an aggregate amount consistent with the Increase Notice. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be applicable after the effective date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of Increase specified therein (the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its “Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing LenderIncrease Date”). In no event shall any Lender be obligated to provide an additional Commitment. Any Commitment Increase and the event thatadditional Advance in respect of such Commitment Increase (which Advance shall be in such principal amount as shall cause the outstanding Advances of each Lender to be held consistent with its Commitment Percentage after giving effect to the Commitment Increase) to be made by each Lender increasing its Commitment or issuing a new Commitment shall be evidenced by a supplement to this Agreement executed by the Agent, on Borrower and any Lender increasing its Commitment or issuing a new Commitment, which supplement may include such amendments to this Agreement as the 10th day after Agent deems reasonably necessary or appropriate to implement the Administrative Agent shall have delivered transactions contemplated by this §2.11.
(b) On the Company’s noticeCommitment Increase Date, the Loans then outstanding and such additional Advance shall be combined so that all Lenders shall have agreed pursuant (including any Lender issuing a new Commitment) hold pro rata amounts of each Loan (including such additional Advance) of each Type and Interest Period in their respective Commitment Percentages as determined after giving effect to such additional Advance.
(c) Upon the preceding sentence to increase their Commitments by an aggregate amount less than the effective date of each increase in the Total Commitment requested by pursuant to this §2.11 the Company, Agent may unilaterally revise Schedule 1.1 and the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal Borrower shall execute and deliver to the unsubscribed amount; provided Agent new Notes for each Lender whose Commitment has changed (including any Lender issuing a new Commitment that each Augmenting has requested a Note) so that the principal amount of such Lender, if ’s Note shall equal its Commitment. The Agent shall deliver such replacement Notes to the respective Lenders in exchange for the Notes replaced thereby which shall be surrendered by such Lenders. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not already constitute a Lender hereundernovation, shall be subject dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Notes. Upon Agent’s request within five (5) days of issuance of any new Notes pursuant to this §2.11(c), the Borrower shall deliver an opinion of counsel, addressed to the approval Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Notes shall be canceled and returned to the Borrower.
(d) Notwithstanding anything to the contrary contained herein, the obligation of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may pursuant to this §2.11 shall be made in an amount conditioned upon satisfaction of the following conditions precedent which is less than must be satisfied prior to the effectiveness of any increase requested by of the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.Total Commitment:
Appears in 1 contract
Samples: Term Loan Agreement (Dupont Fabros Technology, Inc.)
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to timetime before the date that is one (1) year prior to the Revolving Credit Maturity Date or the Term Loan Maturity Date, as applicable, to request an increase in the Total Revolving Credit Commitment and/or the Total Term Loan Credit Commitment by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lenderan “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), request provided that any such individual increase must be in a minimum amount of $5,000,000.00 and increments of $1,000,000.00 in excess thereof, and the Total Commitment be increased by an amount shall not to exceed $250,000,000.00. Upon receipt of any Increase Notice, the Incremental Facility Amount at such time. Such notice Agent shall set forth consult with the Arranger and shall notify the Borrower of the amount of the requested facility fees to be paid to any Lenders who provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, in connection with such increase in the Revolving Credit Commitment and/or Term Loan Commitment, as applicable, pursuant to the Agreement Regarding Fees. If the Borrower agrees to pay the facility fees so determined, the Agent shall send a notice to all Revolving Credit Lenders or Term Loan Lenders, as applicable (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Revolving Credit Commitment (or the Total Term Loan Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Revolving Credit Lender or Term Loan Lender, as applicable, who desires to provide an additional Revolving Credit Commitment or Term Loan Commitment, as applicable, upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional Revolving Credit Commitment or Term Loan Commitment, as applicable, which shall it is willing to provide prior to such deadline as may be an integral multiple of $10,000,000) specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the date Arranger shall allocate the Commitment Increase among the Revolving Credit Lenders or Term Loan Lenders, as applicable, who provide such commitment letters on which such increase basis as the Agent and the Arranger, shall determine in their sole discretion. If the additional Revolving Credit Commitments or Term Loan Commitments, as applicable, so provided are not sufficient to provide the full amount of the Revolving Credit Commitment Increase or the Term Loan Commitment Increase, as applicable, that is requested to become effective (which by the Borrower, then the Agent, Arranger, or the Borrower may, but shall not be less than 10 Business Days or more than 60 days after the date of such notice)obligated to, and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for invite one or more banks or other financial lending institutions (any such bank which banks or other financial institution referred lending institutions shall be acceptable to in this clause Agent, Arranger, and the Borrower) to become a Revolving Credit Lender or Term Loan Lender, as applicable, and provide an additional Revolving Credit Commitment or Term Loan Commitment, as applicable. The Agent shall provide all Revolving Credit Lenders or Term Loan Lenders, as applicable, with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment or Term Loan Commitment, as applicable, to be provided by each Revolving Credit Lender or Term Loan Lender, as applicable, and the revised Revolving Credit Commitment Percentages or Term Loan Commitment Percentages, as applicable, which shall be applicable after the effective date of the Revolving Credit Commitment Increase or Term Loan Commitment Increase, as applicable, specified therein (a) being called an the “Augmenting LenderCommitment Increase Date”). In no event shall any Lender be obligated to provide an additional Revolving Credit Commitment or Term Loan Commitment.
(b) On any Commitment Increase Date the outstanding principal balance of the Revolving Credit Loans or Term Loans, which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunderas applicable, shall be subject reallocated among the Revolving Credit Lenders or Term Loan Lenders, as applicable, such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans or Term Loans, as applicable, owed to each Revolving Credit Lender or Term Loan Lender, as applicable, shall be equal to such Lender’s Revolving Credit Commitment Percentage or Term Loan Commitment Percentage, as applicable (as in effect after the applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans or Term Loans, as applicable. The participation interests of the Revolving Credit Lenders in Swing Loans and Letters of Credit shall be similarly adjusted. On any Commitment Increase Date, those Revolving Credit Lenders or Term Loan Lenders whose Revolving Credit Commitment Percentage or Term Loan Commitment Percentage is increasing shall advance the funds to the approval of the Administrative Agent and the Company and funds so advanced shall be distributed among the Revolving Credit Lenders or Term Loan Lenders, as applicable, whose Revolving Credit Commitment Percentage or Term Loan Commitment Percentage, as applicable, is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans or Term Loans, as applicable. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitment Percentages.
(c) Upon the effective date of each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Revolving Credit Commitment or Total Term Loan Commitment pursuant to this §2.11 the Agent may unilaterally revise Schedule 1.1 to reflect the name and address, Commitment and Commitment Percentage of each Lender following such increase and the Borrower shall execute and deliver to the Agent new Revolving Credit Notes or Term Loan Notes for each Lender whose Commitment has changed so that the principal amount of such Revolving Credit Lender’s Revolving Credit Note shall equal its Revolving Credit Commitment and such Term Loan Lender’s Term Loan Note shall equal its Term Loan Commitment. The Agent shall deliver such replacement Revolving Credit Notes and Term Loan Notes to the respective Lenders in exchange for the Revolving Credit Notes and Term Loan Notes replaced thereby which shall be made surrendered by such Lenders. Such new Revolving Credit Notes and Term Loan Notes shall provide that they are replacements for the surrendered Revolving Credit Notes and Term Loan Notes, as applicable, and that they do not constitute a novation, shall be dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes or Term Loan Notes, as applicable. Within five (5) days of issuance of any new Revolving Credit Notes or Term Loan Notes, pursuant to this §2.11(c), the Borrower shall deliver an amount which is less than opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and Term Loan Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Revolving Credit Notes and Term Loan Notes shall be canceled and returned to the Borrower.
(d) Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the Revolving Credit Lenders to increase requested by the Company if the Company is unable to arrange forTotal Revolving Credit Commitment, or chooses not the Agent and the Term Loan Lenders to arrange forincrease the Total Term Loan Commitment, Augmenting Lenders.as applicable, pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total Revolving Credit Commitment or the Total Term Loan Commitment, as applicable:
Appears in 1 contract
Samples: Credit Agreement (Carter Validus Mission Critical REIT, Inc.)
Increase in Total Commitment. Effective as of the First Amendment Effective Date (aas defined below), (i) the Total Commitment is hereby increased from $200,000,000 to $265,000,000, and (ii) each Lender shall make such dispositions and arrangements with each other Lender with respect to the then outstanding Revolving Credit Loans, participations in Swingline Loans and Reimbursement Obligations (the “Adjustment”) as shall result in the amount of Revolving Credit Loans, participations in Swingline Loans and Reimbursement Obligations owed to each Lender being equal to the product of such Lender’s Commitment Percentage (after giving effect to this Amendment) multiplied by the aggregate Revolving Credit Loans, participations in Swingline Loans and Reimbursement Obligations outstanding on the First Amendment Effective Date (the “Adjusted Amount”). Each of the Borrowers and the Guarantors hereby agrees that each Lender’s Adjusted Amount shall be Revolving Credit Loans, participations in Swingline Loans and Reimbursement Obligations, as the case may be, owed by the applicable Borrowers to such Lender as if such Lender had initially made Revolving Credit Loans, participations in Swingline Loans and extensions of credit relating to Reimbursement Obligations under the Credit Agreement to the Borrowers in the amount of the Adjusted Amount. Subject to §5.11 of the Credit Agreement, the Borrowers also hereby agree to pay all amounts referred to in §5.9 of the Credit Agreement pursuant to the terms of such §5.9 arising in connection with the Adjustment. Upon the occurrence of the Adjustment, the Administrative Agent shall appropriately adjust its records to reflect each Lender’s Adjusted Amount. The Company may Lenders shall make any appropriate adjustments in payments received in respect of the Obligations which are allocable to periods prior to the First Amendment Effective Date directly among themselves as shall be necessary to effect the proper allocation of such payments among the Lenders, reflecting their respective portions of the applicable Obligations held by them from time to time. For the avoidance of doubt, by written notice after giving effect to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth the amount of the requested increase in the Total Commitment (which shall be an integral multiple of $10,000,000) and the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days after the date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”)§3, which the Borrowers may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already request a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any further increase in the Total Commitment may be made pursuant to, and in an amount which is less than accordance with, §2.11 of the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting LendersCredit Agreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (CAI International, Inc.)
Increase in Total Commitment. 62
(a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, Borrower shall have the option at any time and from time to time, by written notice time before the date that is thirty (30) days prior to the Administrative Agent Revolving Credit Maturity Date (which shall deliver a copy thereof or the extended Revolving Credit Maturity Date, as applicable, if Borrower exercises its extension option pursuant to each Lender), §2.12) to request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth the amount of the requested increase in the Total Commitment to an amount not greater than One Billion Five Hundred Million Dollars ($1,500,000,000.00) by giving written notice to Agent (an “Increase Notice”; and the amount of such requested increase is a “Commitment Increase”) which increase shall be allocated at Borrower’s request to the Revolving Credit Commitments or any Term Loan Commitment; provided that no such request for a Commitment Increase shall be in an integral multiple amount less than Twenty Five Million Dollars ($25,000,000.00). Agent shall send a notice to all Lenders (the “Additional Commitment Request Notice”) informing them of $10,000,000) and Borrower’s request to increase the date on Total Commitment. Each Lender who desires to provide an additional Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional Commitment by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then Agent and Arrangers shall allocate the Commitment Increase among such Lenders who provide such commitment letters on such basis mutually acceptable to Borrower, Agent and Arrangers. If the additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested to become effective (which by Borrower, then Agent, Arrangers or Borrower may, but shall not be less than 10 Business Days obligated to, invite, and Agent, in consultation with Borrower, will use its reasonable efforts to arrange for, one or more than 60 days after the date of such notice)banks or lending institutions (which banks or lending institutions shall be reasonably acceptable to Agent, Arrangers and shall offer Borrower) to each become a Lender the opportunity to increase its and provide an additional Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being such Lender, an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Acceding Lender”). In Agent shall promptly provide all Lenders and Acceding Lenders with a notice setting forth the event thatamount, on if any, of the 10th day additional Commitment to be provided by each Lender and Acceding Lender and the revised Commitment Percentages (as well as the revised Maximum Facility Amount and the revised amount of the Letter of Credit Commitment and the Swing Loan Commitment, respectively) which shall be applicable after the Administrative Agent effective date of the Commitment Increase specified therein (the “Commitment Increase Date”). In no event shall have delivered any Lender be obligated to provide an additional Commitment.
(b) On any Commitment Increase Date the Company’s notice, Outstanding principal balance of the applicable Loans shall be reallocated among the Lenders (including any Acceding Lenders) such that after the applicable Commitment Increase Date the Outstanding principal amount of Loans owed to each Lender shall have agreed pursuant be equal to such Lender’s Commitment Percentage (as in effect after the preceding sentence applicable Commitment Increase Date) of the Outstanding principal amount of all applicable Loans. The participation interests of the Revolving Credit Lenders in Swing Loans and Letters of Credit shall be similarly adjusted as applicable. On any Commitment Increase Date each Lender whose Commitment Percentage is increasing shall advance the funds to increase Agent and the funds so advanced shall be distributed among the Lenders whose Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the Outstanding Loans. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitments applicable Commitment Percentages, after giving effect to any Commitment Increase, as reasonably determined by an aggregate amount less than Agent.
(c) Upon the effective date of each increase in the Total Commitment pursuant to this §2.11, each Acceding Lender shall become a Lender party to this Agreement as of such date and shall execute an accession agreement in form and substance reasonably satisfactory to Borrower and Agent (each, an “Accession Agreement”) Agent may unilaterally revise Schedule 1.1-A hereto and Borrower shall, if requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, execute and deliver to extend Commitments Agent new Notes for each Lender whose Commitment has changed so that the principal amount of such Lender’s applicable Notes shall equal its Commitment. Agent shall deliver such replacement Notes (or increase their existing Commitments new Notes, in an aggregate amount equal the case of Acceding Lenders) to the unsubscribed amount; provided respective Lenders in exchange for the Notes replaced thereby (if applicable) which shall be surrendered by such Lenders. Such new Notes shall (if applicable) provide that each Augmenting Lender, they are replacements for the surrendered Notes and (if applicable) that they do not already constitute a Lender hereundernovation, shall be subject dated as of the Commitment Increase Date and shall otherwise be in substantially the form of Exhibit A-1 and/or A-4 hereto.
(d) Notwithstanding anything to the approval contrary contained herein, any obligation of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may pursuant to this §2.11 shall be made in an amount conditioned upon satisfaction or waiver of the following conditions precedent which is less than must be satisfied or waived prior to the effectiveness of any increase requested by of the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.Total Commitment:
Appears in 1 contract
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, Borrower shall have the option at any time and from time to timetime before the date which is ninety (90) days prior to the Revolving Credit Maturity Date, the Term Loan A Maturity Date or the Term Loan B Maturity Date, as applicable, to request by delivery of written notice to Agent an increase in the Administrative Total Revolving Credit Commitment and/or the Total Term Loan A Commitment and/or the Total Term Loan B Commitment, by an aggregate amount of increases to the Total Revolving Credit Commitment, Total Term Loan A Commitment and the Total Term Loan B Commitment of up to $300,000,000 (which, assuming no previous reduction in the Revolving Credit Commitments, Term Loan A Commitments or the Term Loan B Commitments, would result in a maximum Total Commitment of $1,850,000,000) (an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”). The Commitment Increase shall be set forth in the Increase Notice, and must be in a minimum amount of $25,000,000.00 and increments of $5,000,000.00 in excess thereof unless otherwise approved by Agent. The execution and delivery of the Increase Notice by Borrower shall constitute a representation and warranty by Borrower that all the conditions set forth in this §2.11 shall have been satisfied on the date of such Increase Notice. The Commitment Increase may be allocated, at Borrower’s option, to the then existing Revolving Credit Commitments, or to the then existing Term Loan A Commitments or Term Loan B Commitments, or any combination thereof (provided that no Commitment Increase may be allocated to any portion of the Total Commitment as to which the applicable maturity date (i.e., the Revolving Credit Maturity Date, the Term Loan A Maturity Date or the Term Loan B Maturity Date) has occurred).
(b) Upon receipt of any Increase Notice, the Agent shall consult with Arrangers and shall notify Borrower of the amount of facility fees to be paid to any Lenders who provide an additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, as applicable, in connection with such increase in the Total Revolving Credit Commitment, the Total Term Loan A Commitment or Total Term Loan B Commitment, as applicable (which shall deliver be in addition to the fees to be paid to Agent or Arrangers pursuant to the Agreement Regarding Fees). If Borrower agrees to pay the facility fees so determined, then the Agent shall send a copy thereof notice to each Lender)all Revolving Credit Lenders, Term Loan A Lenders and/or Term Loan B Lenders, as applicable, (the “Additional Commitment Request Notice”) informing them of Borrower’s request that to increase the Total Commitment Revolving Credit Commitment, Total Term Loan A Commitment, or Total Term Loan B Commitment, as applicable, and of the facility fees to be increased by paid with respect thereto. Each Lender who desires to provide an amount not to exceed the Incremental Facility Amount at additional Revolving Credit Commitment, Term Loan A Commitment, and/or Term Loan B Commitment, as applicable, upon such time. Such notice terms shall set forth provide Agent with a written commitment letter specifying the amount of the additional Revolving Credit Commitment, Term Loan A Commitment, and/or Term Loan B Commitment, as applicable, which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase in is oversubscribed then the Total Commitment (which shall be an integral multiple of $10,000,000) Agent and the date Arrangers shall allocate the Commitment Increase among the Revolving Credit Lenders, Term Loan A Lenders and/or Term Loan B Lenders, as applicable, who provide such commitment letters on which such increase is requested to become effective (which basis as the Agent, the Arrangers and Borrower shall not be less than 10 Business Days or more than 60 days after determine. In addition, the date of such notice), Agent and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender Arrangers shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Companyat Borrower’s noticerequest, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for invite one or more banks or other financial lending institutions selected by Borrower (any such bank which banks or other financial institution referred lending institutions shall be reasonably acceptable to Agent (in this clause its capacity as such), Arrangers and Borrower) to become a Revolving Credit Lender, Term Loan A Lender and/or Term Loan B Lender and provide an additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, as applicable. In addition, the Agent shall provide all Revolving Credit Lenders, Term Loan A Lenders and/or Term Loan B Lenders, as applicable, with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, to be provided by each Revolving Credit Lender, Term Loan A Lender and/or Term Loan B Lender, as applicable, and the revised Revolving Credit Commitment Percentages, Term Loan A Commitment Percentages and/or Term Loan B Commitment Percentages, as applicable, which shall be applicable after the effective date of the Commitment Increase specified therein (a) being called an the “Augmenting LenderCommitment Increase Date”). In no event shall any Lender be obligated to provide an additional Revolving Credit Commitment, Term Loan A Commitment or Term Loan B Commitment.
(c) On any Commitment Increase Date on which may include any Lenderthe Revolving Credit Commitment is increased, the Outstanding Revolving Credit Loans shall be reallocated among the Revolving Credit Lenders such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to extend Commitments or increase their existing Commitments in an aggregate amount each Revolving Credit Lender shall be equal to such Lender’s Revolving Credit Commitment Percentage (as in effect after the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, applicable Commitment Increase Date) of the Outstanding Revolving Credit Loans. The participation interests of the Revolving Credit Lenders in Outstanding Swing Loans and Outstanding Letters of Credit shall be subject similarly adjusted. On any Commitment Increase Date those Revolving Credit Lenders whose Revolving Credit Commitment Percentage is increasing shall advance the funds to the approval of the Administrative Agent and the Company and funds so advanced shall be distributed among the Revolving Credit Lenders whose Revolving Credit Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitment Percentages. Borrower further agrees to pay the Breakage Costs, if any, resulting from any Commitment Increase.
(d) Upon the effective date of each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Revolving Credit Commitment, Total Term Loan A Commitment or Total Term Loan B Commitment pursuant to this §2.11, the Agent may unilaterally revise Schedule 1.1 and Borrower shall execute and deliver to the Agent new Revolving Credit Notes, Term Loan A Notes and Term Loan B Notes for each Lender whose Commitment has changed so that the principal amount of such Revolving Credit Lender’s Revolving Credit Note shall equal its Revolving Credit Commitment, such Term Loan A Lender’s Term Loan A Note shall equal its Term Loan A Commitment, and such Term Loan B Lender’s Term Loan B Note shall equal its Term Loan B Commitment. If there is an increase to the Revolving Credit Commitment, Borrower shall also execute and deliver to each Revolving Credit Lender a Bid Loan Note in the face amount of the new Bid Loan Sublimit. The Agent shall deliver such replacement Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes and Bid Loan Notes, as applicable, to the respective Lenders in exchange for the Revolving Credit Notes, Bid Loan Notes, Term Loan A Notes and Term Loan B Notes replaced thereby which shall be made surrendered by such Lenders to Agent who shall deliver such replaced Notes to Borrower for cancellation. Such new Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes and Bid Loan Notes shall provide that they are replacements for the surrendered Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes and Bid Loan Notes, as applicable, and that they do not constitute a novation, shall be dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes or Bid Loan Notes, as applicable. Upon Agent’s request within five (5) days of issuance of any new Notes pursuant to this §2.11(d), Borrower shall deliver an amount opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes and/or Bid Loan Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. Any surrendered Revolving Credit Notes, Term Loan A Notes and Term Loan B Notes shall be canceled and returned to Borrower.
(e) Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the Revolving Credit Lenders providing an additional Revolving Credit Commitment to increase the Total Revolving Credit Commitment and/or the Agent and the Term Loan A Lenders or Term Loan B Lenders providing an additional Term Loan A Commitment or Term Loan B Commitment to increase the Total Term Loan A Commitment or Total Term Loan B Commitment, as applicable, pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which is less than must be satisfied prior to the effectiveness of any increase requested by of the Company if Total Revolving Credit Commitment, the Company is unable to arrange forTotal Term Loan A Commitment, or chooses not to arrange forthe Total Term Loan B Commitment, Augmenting Lenders.as applicable:
Appears in 1 contract
Samples: Credit Agreement (CyrusOne Inc.)
Increase in Total Commitment. (a) Subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to time before the Revolving Credit Maturity Date (as the same may be extended pursuant to §2.12(a) below) or the Term Loan Maturity Date (as the same may be extended pursuant to §2.12(b) below), as applicable, to request an increase in the Total Revolving Credit Commitment and/or the Total Term Loan Credit Commitment by giving written notice to the Agent (an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $10,000,000.00 and increments of $5,000,000.00 in excess thereof, and the Total Commitment shall not exceed $125,000,000.00. Upon receipt of any Increase Notice, the Agent shall consult with the Arranger and shall notify the Borrower of the amount of the facility fees to be paid to any Lenders who provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, in connection with such increase in the Revolving Credit Commitment and/or Term Loan Commitment, as applicable, pursuant to the Agreement Regarding Fees. If the Borrower agrees to pay the facility fees so determined (and/or such other fees as may be agreed to by the Borrower and the Agent), the Agent shall send a notice to all Revolving Credit Lenders and/or Term Loan Lenders, as applicable (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Revolving Credit Commitment and/or the Total Term Loan Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Revolving Credit Lender and/or Term Loan Lender, as applicable, who desires to provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, upon such terms shall provide the Agent with a written commitment letter specifying the amount of such additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arranger shall allocate the Commitment Increase among the Revolving Credit Lenders and/or Term Loan Lenders, as applicable, who provide such commitment letters on such basis as the Agent and the Arranger, shall determine following consultation with the Borrower. If the additional Revolving Credit Commitments and/or Term Loan Commitments, as applicable, so provided are not sufficient to provide the full amount of the Revolving Credit Commitment Increase and/or the Term Loan Commitment Increase, as applicable, that is requested by the Borrower, then the Agent, the Arranger, or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be reasonably acceptable to the Agent, the Arranger, and the Borrower) to become a Revolving Credit Lender and/or Term Loan Lender, as applicable, and provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable. The Company Agent shall provide all Revolving Credit Lenders and/or Term Loan Lenders, as applicable, with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, to be provided by each Revolving Credit Lender and/or Term Loan Lender, as applicable, and the revised Revolving Credit Commitment Percentages and/or Term Loan Commitment Percentages, as applicable, which shall be applicable after the effective date of the Revolving Credit Commitment Increase and/or Term Loan Commitment Increase, as applicable, specified therein (each, a “Commitment Increase Date”). In no event shall any Lender be obligated to provide an additional Revolving Credit Commitment and/or Term Loan Commitment.
(b) On any Commitment Increase Date the outstanding principal balance of the Revolving Credit Loans shall be reallocated among the Revolving Credit Lenders such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Revolving Credit Lender shall be equal to such Lender’s Revolving Credit Commitment Percentage (as in effect after the applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans. The participation interests of the Revolving Credit Lenders in Swing Loans and Letters of Credit shall be similarly adjusted. On any Commitment Increase Date, those Revolving Credit Lenders whose Revolving Credit Commitment Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall be distributed among the Revolving Credit Lenders whose Revolving Credit Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans. To the extent such reallocation results in certain Lenders receiving funds which are applied to LIBOR Rate Loans prior to the last day of the applicable Interest Period, then the Borrower shall pay to the Agent for the account of the affected Lenders the Breakage Costs for each such Lender; provided, however, each Lender agrees to apply any amounts received by them pursuant to this §2.11(b) first to the principal of any Base Rate Loans held by such Lender and then to the principal of LIBOR Rate Loans held by such Lender.
(c) Upon the effective date of each increase in the Total Commitment pursuant to this §2.11, (i) the Agent may unilaterally revise Schedule 1.1 to reflect the name and address, Commitment and Commitment Percentage of each Lender following such increase and the Borrower shall execute and deliver to the Agent new Revolving Credit Notes or Term Loan Notes, as applicable, for each Lender whose Commitment has changed so that the principal amount of such Lender’s Revolving Credit Note or Term Loan Note, as applicable, shall equal its Commitment. The Agent shall deliver such replacement Revolving Credit Note and/or Term Loan Note, as applicable, to the respective Lenders in exchange for the Revolving Credit Notes and/or Term Loan Notes replaced thereby which shall be surrendered by such Lenders. Such new Revolving Credit Notes and/or Term Loan Notes, as applicable, shall provide that they are replacements for the surrendered Revolving Credit Notes and/or Term Loan Notes, as applicable, and that they do not constitute a novation, shall be dated as of the applicable Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes or Term Loan Notes, as applicable. In connection with the issuance of any new Revolving Credit Notes and/or Term Loan Notes, as applicable, pursuant to this §2.11(c), the Borrower shall deliver an opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and/or Term Loan Notes, as applicable, and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Revolving Credit Notes and/or Term Loan Notes, as applicable, shall be canceled and returned to the Borrower.
(d) Within five (5) Business Days of demand by the Issuing Lender or the Swing Loan Lender from time to time, by written notice the Borrower shall deliver to the Administrative Agent for the benefit of the Issuing Lender and the Swing Loan Lender cash collateral in an amount sufficient to cover all Fronting Exposure with respect to the Issuing Lender and the Swing Loan Lender (which shall deliver a copy thereof after giving effect to each Lender§§2.5(a), request that 2.10(a) and 2.13(c)) on terms satisfactory to the Total Commitment Issuing Lender and/or the Swing Loan Lender in its good faith determination (and such cash collateral shall be increased by an amount not to exceed in Dollars). Any such cash collateral shall be deposited in the Incremental Facility Amount at such time. Such notice shall set forth Collateral Account as collateral (solely for the amount benefit of the requested increase Issuing Lender and/or the Swing Loan Lender) for the payment and performance of each Defaulting Lender’s pro rata portion in accordance with their respective Commitment Percentages of outstanding Letter of Credit Liabilities and Swing Loans. Moneys in the Total Commitment (which Collateral Account deposited pursuant to this §2.13(e) shall be an integral multiple applied by the Agent to reimburse the Issuing Lender and/or the Swing Loan Lender immediately for each Defaulting Lender’s pro rata portion in accordance with their respective Commitment Percentages of $10,000,000any funding obligation with respect to a Letter of Credit or Swing Loan which has not otherwise been reimbursed by the Borrower or such Defaulting Lender.
(e) and Notwithstanding anything to the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days after contrary contained herein, the date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage obligation of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Revolving Credit Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Revolving Credit Commitment, and/or the Agent and the Term Loan Lenders to increase the Total Term Loan Commitment, as applicable, pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total Revolving Credit Commitment may be made in an amount which is less than or the increase requested by the Company if the Company is unable to arrange forTotal Term Loan Commitment, or chooses not to arrange for, Augmenting Lenders.as applicable:
Appears in 1 contract
Samples: Credit Agreement (GTJ Reit, Inc.)
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.10, the Borrower shall have the option at any time and from time to time, time before the date that is ninety (90) days prior to the Maturity Date (or the extended maturity date if Borrower exercises its extension option pursuant to §2.11) to request an increase in the Total Commitment to not more than $250,000,000.00 by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth “Increase Notice”; and the amount of such requested increase is the requested “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $25,000,000.00. Upon receipt of any Increase Notice, the Agent shall consult with Arranger and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an additional Commitment in connection with such increase in the Total Commitment (which shall be in addition to the fees to be paid to Arranger pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined, then the Agent shall send a notice to all Lenders (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Commitment and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an integral multiple additional Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of $10,000,000) the additional Commitment by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the date Arranger shall allocate the Commitment Increase among the Lenders who provide such commitment letters on which such increase is basis as the Agent and the Arranger shall determine in their sole discretion. If the additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested to become effective (which by the Borrower, then the Agent, Arranger or Borrower may, but shall not be less than 10 Business Days or more than 60 days after the date of such notice)obligated to, and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for invite one or more banks or other financial lending institutions (any such bank which banks or other financial institution referred lending institutions shall be acceptable to in this clause Agent, Arranger and Borrower) to become a Lender and provide an additional Commitment. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be applicable after the effective date of the Commitment Increase specified therein (a) being called an the “Augmenting LenderCommitment Increase Date”), which may include . In no event shall any Lender, Lender be obligated to extend Commitments or increase their existing Commitments in provide an aggregate additional Commitment.
(b) On any Commitment Increase Date the outstanding principal balance of the Loans shall be reallocated among the Lenders such that after the applicable Commitment Increase Date the outstanding principal amount of Loans owed to each Lender shall be equal to such Lender’s Commitment Percentage (as in effect after the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, applicable Commitment Increase Date) of the outstanding principal amount of all Loans. The participation interests of the Lenders in Swing Loans and Letters of Credit shall be subject similarly adjusted. On any Commitment Increase Date those Lenders whose Commitment Percentage is increasing shall advance the funds to the approval of the Administrative Agent and the Company and each Augmenting Lender funds so advanced shall execute all such documentation be distributed among the Lenders whose Commitment Percentage is decreasing as necessary to accomplish the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in required reallocation of the Total Commitment may be made in an amount which is less than the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.outstanding
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Republic Property Trust)
Increase in Total Commitment. (a) The Provided there exists no Default, upon notice to the Agent (which shall promptly notify the Lenders), the Company may from time to time, by written notice to with the Administrative Agent (which shall deliver a copy thereof to each Lender)consent of all of the Lenders, request that an increase in the Total Commitment be increased by an amount not exceeding $30,000,000. At the time of sending such notice, the Company (in consultation with the Agent) shall specify the time period within which each Lender is requested to exceed respond (which shall in no event be less than ten Business Days from the Incremental Facility Amount at date of delivery of such timenotice to the Lenders). Such notice Each Lender shall set forth notify the amount Agent within such time period whether or not it agrees to the increase in the Total Commitment and if it is willing to increase its Commitment. Any Lender not responding within such time period shall be deemed to have declined the Company's request. The Agent shall notify the Company and each Lender of the Lenders' responses to each request made hereunder. In the event all of the Lenders have agreed to the requested increase in the Total Commitment but one or more Lenders have declined to increase their own Commitment, to achieve the full amount of a requested increase, the Company may also invite additional banks or financial institutions satisfactory to the Agent and the Lenders to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Agent and its counsel.
(which b) If the Aggregate Commitments are increased in accordance with this Section, the Agent and the Company shall be an integral multiple of $10,000,000determine the effective date (the "Increase Effective Date") and the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days after the date final allocation of such notice)increase, and in accordance with Lender's notice given pursuant to Subsection 2.13
(a) The Agent shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to promptly notify the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion Lenders of the offered amount final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company shall deliver to the Agent a certificate of the Company dated as of the Increase Effective Date (in sufficient copies for each Lender so agreeing being Lender) signed by a responsible officer of the Company (i) certifying and attaching the resolutions adopted by the Company approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Section 5 hereof and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an “Increasing Lender”earlier date in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.13, the representations and warranties contained in subsection (a) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days Section 5.1 shall be deemed to have declined refer to increase its Commitmentthe most recent statements furnished pursuant to subsections (a) and (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”b), respectively, of Section 6.1, and (B) no Default exists. In the event that, The Company shall prepay any Loans outstanding on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed Increase Effective Date (and pay any additional amounts required pursuant to Section 2.5(c)) to the preceding sentence extent necessary to increase their Commitments by an aggregate amount less than keep the outstanding Loans ratable with any revised pro rata shares arising from any nonratable increase in the Total Commitment requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in Commitments under this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may be made in an amount which is less than the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting LendersSection.
Appears in 1 contract
Samples: Credit Agreement (Memberworks Inc)
Increase in Total Commitment. (a) The Company may from time Provided that no Default or Event of Default has occurred and is continuing, the Borrower shall have the option to time, request an increase in the Total Commitment to not more than $200,000,000 by written notice to the Administrative Agent, specifying the proposed effective date of such increase, provided that any such increase must become effective within the first twelve (12) months after the Effective Date. Upon receipt of such notice, the Agent shall consult with Arranger and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an Additional Commitment in connection with such increase in the Total Commitment. If the Borrower agrees to pay the facility fees so determined, then the Agent shall send a notice to all Lenders (which shall deliver a copy thereof the "Additional Commitment Request Notice") informing them of the Borrower's request to each Lender), request that increase the Total Commitment and of the facility fees to be increased by paid with respect thereto. Each Lender who desires to provide an amount not to exceed the Incremental Facility Amount at Additional Commitment upon such time. Such notice terms shall set forth provide Agent with a written commitment letter specifying the amount of the Additional Commitment which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arranger shall allocate the Commitment Increase among the Lenders who provide such commitment letters on such basis as the Agent and the Arranger shall determine in their sole discretion. If the Total Additional Commitments so provided are not sufficient to provide the full amount of the Commitment (Increase requested by the Borrower, then the Agent may, but shall not be obligated to, invite one or more Eligible Assignees to become a Lender and provide an Additional Commitment. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the Additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be an integral multiple of $10,000,000) and the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days applicable after the effective date of the Commitment Increase specified therein (the "Commitment Increase Date").
(b) On the Commitment Increase Date the outstanding principal balance of the Loans shall be reallocated among the Lenders such notice), and shall offer that after the Commitment Increase Date the outstanding principal amount of Loans owed to each Lender shall be equal to such Lender's Commitment Percentage (as in effect after the opportunity to increase its Commitment by its Pro Rata Percentage Increase Date) of the proposed increased amountoutstanding principal amount of all Loans. Each Lender shall, by notice On the Commitment Increase Date those Lenders whose Commitment Percentage is increasing shall advance the funds to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Company and funds so advanced shall be distributed among the Lenders whose Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Loans. The funds so advanced shall be Base Rate Loans until converted to LIBOR Loans which are allocated among all Lenders based on their Commitment Percentages. To the extent such reallocation results in certain Lenders receiving funds which are applied to LIBOR Loans prior to the last day of the applicable Interest Period, then the Borrower shall pay to the Agent for the account of the affected Lenders the LIBOR Prepayment Fee which shall be determined separately for each Augmenting such Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may be made manner set forth in an amount which is less than the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lendersss.
Appears in 1 contract
Increase in Total Commitment. At any time prior to the last twelve (12) months of the term of this Agreement, as same may be extended pursuant to Section 2.10, Lead Agent may in its discretion (which discretion shall not be arbitrarily or unreasonably exercised so long as the conditions set forth below are satisfied), from time to time at the request of the Borrower, increase the Total Commitment by (i) admitting additional Lenders hereunder (each a "Subsequent Lender"), or (ii) increasing the Commitment of any Lender (each an "Increasing Lender"), subject to the following conditions:
(a) The Company may from time to time, by written notice each Subsequent Lender is an Eligible Assignee;
(b) the Borrower executes (i) a new Note payable to the Administrative order of each Subsequent Lender, or (ii) a replacement Note payable to the order of each Increasing Lender for the full amount of such Increasing Lender's new Commitment;
(c) each Subsequent Lender executes and delivers to Lead Agent a signature page to this Agreement;
(which shall deliver a copy thereof d) after giving effect to each the admission of any Subsequent Lender or the increase in the Commitment of any Increasing Lender), request that the Total Commitment be increased by an amount does not to exceed the Incremental Facility Amount at such time. Such notice shall set forth the amount of the requested $425,000,000.00;
(e) each increase in the Total Commitment (which shall be an in the amount of at least $10,000,000.00 for Subsequent Lenders, or at least $5,000,000.00 for Increasing Lenders, or, in either case, a greater integral multiple of $10,000,0005,000,000.00;
(f) and no admission of any Subsequent Lender shall increase the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days after Commitment of any existing Lender without the date written consent of such notice)Lender;
(g) no Default or Event of Default exists or will result from such increase; and
(h) no Lender shall be an Increasing Lender without the prior written consent of such Lender. After adding the Commitment of any Increasing Lender or Subsequent Lender, and Lead Agent shall offer to promptly provide each Lender the opportunity and Borrower with a new Schedule 1.0 to increase this Agreement (and each Lender acknowledges that its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company under Schedule 1.0 and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a allocated portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase Outstanding Loans and Letters of Credit Exposure will change in accordance with its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval pro rata share of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the increased Total Commitment may be made in an amount which is less than the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting LendersCommitment).
Appears in 1 contract
Samples: Senior Unsecured Revolving Credit Agreement (Wci Communities Inc)
Increase in Total Commitment. (a) The Company Following the Closing Date, so long as no Default or Event of Default has occurred and is then continuing and the Excess Availability Ratio is not less than 10%, the Borrowers may from time to time, by written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), time request that the Total Commitment be increased by and, upon such request, the Administrative Agent shall have the right to solicit additional financial institutions to become Revolving Lenders for purposes of this Credit Agreement, or to encourage any Revolving Lender to increase its Commitment, provided that (a) any such request for an increase shall be in a minimum amount not of $50,000,000, (b) the Borrowers may make a maximum of three such requests over the term of this Credit Agreement, (c) each Revolving Lender which is a party to exceed this Credit Agreement prior to such increase shall have the Incremental Facility Amount at such time. Such notice shall set forth first option, and may elect, to fund its pro rata share of the amount of the requested increase in the Total Commitment (which shall be an integral multiple of $10,000,000) and or any such greater amount in the date on which such increase is requested to become effective (which shall not be less than 10 Business Days event that one or more than 60 days after the date of such notice), and shall offer Revolving Lenders does not elect to each Lender the opportunity to increase fund its Commitment by its Pro Rata Percentage respective pro rata share of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion amount of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment), thereby increasing its Commitment requested by hereunder, but no Revolving Lender shall have any obligation to do so, (d) in the Companyevent that it becomes necessary to include a new financial institution to fund the amount of the increase in the Total Commitment, each such financial institution shall be reasonably acceptable to the Administrative Agent and each such financial institution shall become a Revolving Lender hereunder and agree to become party to, and shall assume and agree to be bound by, this Credit Agreement, subject to all terms and conditions hereof; (e) none of the Administrative Agent or the other Agents shall have any obligation to the Borrowers or to any Lender to solicit additional financial institutions or any increase in the Commitment of any Revolving Lender pursuant to this Section 2.3.3; (f) no Revolving Lender shall have an obligation to the Borrowers, the Company may arrange for one Agents or more banks any other Lender to increase its Commitment or other financial institutions its Commitment Percentage; and (g) in no event shall the addition of any such bank Revolving Lender or other financial institution referred Revolving Lenders or the increase in the Commitment of any Revolving Lender under this Section 2.3.3 increase the Total Commitment to in this clause (a) being called an “Augmenting Lender”), which may include amount greater than $1,300,000,000. Upon the addition of any Revolving Lender, to extend Commitments or the increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Commitment of any Revolving Lender, if not already a Lender hereunder, Schedule 1 shall be subject to the approval of amended by the Administrative Agent and the Company Borrowers to reflect such addition or such increase, and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify deliver to evidence the Lenders, the Agents, the Issuing Bank(s) and BGI copies of such Schedule 1. If, at any time that the Commitments are increased pursuant to this Section 2.3.3, there are Revolving Credit Loans then outstanding or LC Exposure, each new Revolving Lender, and each existing Revolving Lender that has increased its Commitment and/or its status as a Commitment, shall purchase Revolving Credit Loans and LC Exposure from each other Revolving Lender hereunder. Any increase in the Total Commitment may be made in an amount which is less than such that, after such purchase or purchases, the increase requested amount of outstanding Revolving Credit Loans and LC Exposure from each Revolving Lender shall equal such Revolving Lender's respective Commitment Percentage, as modified to give effect to such increase, multiplied by the Company if aggregate amount of Revolving Credit Loans outstanding and LC Exposure from all Revolving Lenders. To the Company is unable to arrange forextent that any outstanding Revolving Credit Loans bear interest at the Eurocurrency Rate, or chooses not to arrange for, Augmenting Lendersthe Borrowers shall pay any additional costs described in Section 5.10 incurred by any Revolving Lender.
Appears in 1 contract
Samples: Multicurrency Revolving Credit Agreement (Borders Group Inc)
Increase in Total Commitment. Pursuant to §2.3.2 of the Credit Agreement, the Total Commitment is hereby increased from $500,000,000 to $700,000,000 and Schedule 1 to the Credit Agreement is amended by the Administrative Agent and the Borrowers by replacing such schedule with Schedule 1 attached hereto. Effective as of the Effective Date (as defined below), each Lender shall make such dispositions and arrangements with each other Lender with respect to the then outstanding Revolving Credit Loans, participations in Swingline Loans and LC Exposure (the “Adjustment”) as shall result in the amount of Revolving Credit Loans, participations in Swingline Loans and LC Exposure owed to each Lender being equal to the product of such Lender's Commitment Percentage multiplied by the aggregate Revolving Credit Loans, participations in Swingline Loans and LC Exposure outstanding on the Effective Date (the “Adjusted Amount”). Each of the Borrowers and the Guarantors hereby agrees that each Lender's Adjusted Amount shall be Revolving Credit Loans, participations in Swingline Loans and LC Exposure, as the case may be, owed by the applicable Borrowers to such Lender as if such Lender had initially made Revolving Credit Loans, participations in Swingline Loans and extensions of credit relating to LC Exposure under the Credit Agreement to the Borrowers in the amount of the Adjusted Amount. The Borrowers also hereby jointly and severally agree to pay all amounts referred to in §5.10 of the Credit Agreement pursuant to the terms of such §5.10 arising in connection with the Adjustment. Upon the occurrence of the Adjustment, (a) The Company may from time the Administrative Agent shall appropriately adjust its records to time, by written notice reflect each Lender's Adjusted Amount and (b) each of the Lenders shall as soon as practicable return to the Administrative Agent (which shall deliver a copy thereof for further delivery to the Borrowers pursuant to §9 hereof) (i) its existing Australian Note, (ii) its existing UK Note and (ii) its existing Co-Borrower Note if such Lender’s Commitment has increased pursuant to this Amendment, each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth the amount of the requested increase in the Total Commitment (which shall be replaced by an integral multiple of $10,000,000) amended and restated Australian Note, UK Note or Co-Borrower Note, as applicable, to be delivered in connection with this Amendment and the date on contemplated increase and reallocation of the Total Commitment. The Lenders shall make any appropriate adjustments in payments received in respect of the Obligations which such increase is requested are allocable to become effective (which periods prior to the Effective Date directly among themselves as shall not be less than 10 Business Days or more than 60 days after necessary to effect the date proper allocation of such notice)payments among the Lenders, and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage reflecting their respective portions of the proposed increased amount. Each Lender shall, applicable Obligations held by notice them from time to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may be made in an amount which is less than the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenderstime.
Appears in 1 contract
Samples: Multicurrency Revolving Credit Agreement (Borders Group Inc)
Increase in Total Commitment. (a) The Company may Subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to timetime before the Revolving Credit Maturity Date (as the same may be extended pursuant to §2.12 below) or the Term Loan Maturity Date, as applicable, to request an increase in the Total Revolving Credit Commitment and/or the Total Term Loan Credit Commitment by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lenderan “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), request provided that any such individual increase must be in a minimum amount of $20,000,000.00 and increments of $5,000,000.00 in excess thereof, and the Total Commitment be increased by an amount shall not to exceed $1,000,000,000.00. Upon receipt of any Increase Notice, the Incremental Facility Amount at such time. Such notice Agent shall set forth consult with KCM and shall notify the Borrower of the amount of the facility fees to be paid to any Lenders who provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, in connection with such increase in the Revolving Credit Commitment and/or Term Loan Commitment, as applicable, pursuant to the Agreement Regarding Fees. If the Borrower agrees to pay the facility fees so determined (and/or such other fees as may be agreed to by the Borrower and the Agent), the Agent shall send a notice to all Revolving Credit Lenders and/or Term Loan Lenders, as applicable (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Revolving Credit Commitment and/or the Total Term Loan Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Revolving Credit Lender and/or Term Loan Lender, as applicable, who desires to provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, upon such terms shall provide the Agent with a written commitment letter specifying the amount of such additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and KCM shall allocate the Commitment Increase among the Revolving Credit Lenders and/or Term Loan Lenders, as applicable, who provide such commitment letters on such basis as the Agent and KCM, shall determine following consultation with the Borrower. If the additional Revolving Credit Commitments and/or Term Loan Commitments, as applicable, so provided are not sufficient to provide the full amount of the Revolving Credit Commitment Increase and/or the Term Loan Commitment Increase, as applicable, that is requested by the Borrower, then the Agent, KCM, or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be reasonably acceptable to the Agent, KCM, and the Borrower) to become a Revolving Credit Lender and/or Term Loan Lender, as applicable, and provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable. The Agent shall provide all Revolving Credit Lenders and/or Term Loan Lenders, as applicable, with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, to be provided by each Revolving Credit Lender and/or Term Loan Lender, as applicable, and the revised Revolving Credit Commitment Percentages and/or Term Loan Commitment Percentages, as applicable, which shall be applicable after the effective date of the Revolving Credit Commitment Increase and/or Term Loan Commitment Increase, as applicable, specified therein (each, a “Commitment Increase Date”). In no event shall any Lender be obligated to provide an additional Revolving Credit Commitment and/or Term Loan Commitment.
(b) On any Commitment Increase Date the outstanding principal balance of the Revolving Credit Loans shall be reallocated among the Revolving Credit Lenders such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Revolving Credit Lender shall be equal to such Lender’s Revolving Credit Commitment Percentage (as in effect after the applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans. The participation interests of the Revolving Credit Lenders in Swing Loans and Letters of Credit shall be similarly adjusted. On any Commitment Increase Date, those Revolving Credit Lenders whose Revolving Credit Commitment Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall be distributed among the Revolving Credit Lenders whose Revolving Credit Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans. To the extent such reallocation results in certain Lenders receiving funds which are applied to LIBOR Rate Loans prior to the last day of the applicable Interest Period, then the Borrower shall pay to the Agent for the account of the affected Lenders the Breakage Costs for each such Lender (provided that the parties agree to attempt to coordinate the closing of any increase of the Total Revolving Credit Commitment or Total Term Loan Commitment, as applicable, to minimize Breakage Costs that may come due); provided, however, each Lender agrees to apply any amounts received by them pursuant to this §2.11(b) first to the principal of any Base Rate Loans held by such Lender and then to the principal of LIBOR Rate Loans held by such Lender.
(c) Upon the effective date of each increase in the Total Commitment pursuant to this §2.11, (i) the Agent may unilaterally revise Schedule 1.1 to reflect the name and address, Commitment and Commitment Percentage of each Lender following such increase and the Borrower shall execute and deliver to the Agent new Revolving Credit Notes or Term Loan Notes, as applicable, for each Lender whose Commitment has changed so that the principal amount of such Lender’s Revolving Credit Note or Term Loan Note, as applicable, shall equal its Commitment. The Agent shall deliver such replacement Revolving Credit Note and/or Term Loan Note, as applicable, to the respective Lenders in exchange for the Revolving Credit Notes and/or Term Loan Notes replaced thereby which shall be an integral multiple of $10,000,000) and surrendered by such Lenders. Such new Revolving Credit Notes and/or Term Loan Notes, as applicable, shall provide that they are replacements for the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days after the date of such notice)surrendered Revolving Credit Notes and/or Term Loan Notes, as applicable, and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given that they do not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or constitute a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereundernovation, shall be subject dated as of the applicable Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes or Term Loan Notes, as applicable. In connection with the issuance of any new Revolving Credit Notes and/or Term Loan Notes, as applicable, pursuant to this §2.11(c), the Borrower shall deliver an opinion of counsel, addressed to the approval Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and/or Term Loan Notes, as applicable, and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Revolving Credit Notes and/or Term Loan Notes, as applicable, shall be canceled and returned to the Borrower.
(d) Notwithstanding anything to the contrary contained herein, the obligation of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Revolving Credit Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Revolving Credit Commitment, and/or the Agent and the Term Loan Lenders to increase the Total Term Loan Commitment, as applicable, pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total Revolving Credit Commitment may be made in an amount which is less than or the increase requested by the Company if the Company is unable to arrange forTotal Term Loan Commitment, or chooses not to arrange for, Augmenting Lenders.as applicable:
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Healthcare Trust, Inc.)
Increase in Total Commitment. (a) The Company Borrower may from time to time, by written time (but no more often than once each calendar year) request an increase in the combined commitments under both Facilities up to an aggregate of $100,000,000 upon three (3) Business Days' notice to the Administrative Agent (which who shall deliver a copy thereof promptly notify the Lenders); provided, however, in no event shall the aggregate commitments under the Facilities, after giving effect to each Lender)such increase, request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time$600,000,000. Such notice request shall set forth include a certificate signed by a responsible officer stating that (i) the amount representations and warranties contained in Article V are true and correct on and as of the requested increase in the Total Commitment (which shall be an integral multiple of $10,000,000) and the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days after the date of such notice)certificate, and will remain true and correct after giving effect to such increase in commitments, and (ii) no Default or Event of Default exists or would result from such increase in commitments. Each Lender shall offer to each Lender notify the opportunity Agent whether (x) it agrees to increase its Commitment by an amount equal to or less than its Pro Rata Percentage pro rata share of the proposed increased amount. Each Lender shallsuch requested increase, by notice to the Company and the Administrative Agent given or (y) it does not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to any increase in its Commitment by all or a portion of Commitment. Any Lender not responding within the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such above time period of 10 days shall be deemed to have declined elected not to increase its Commitment. The Agent shall, after receiving notification from all the Lenders or after the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof.
(b) (each If any Lender so declining declines, or being is deemed to have declined being declined, to participate in any such increase to the full extent of its pro rata share thereof (a “Non-Increasing "Declining Lender”"), the Borrower may request, through the Agent, that one or more other Lenders or Eligible Assignees, in their sole discretion, provide Commitment(s) equal to such shortfall.
(c) If any Commitments are increased in accordance with this Section 2.06, the Agent and the Borrower shall determine the effective date of such increase (the "Effective Date"), and the Agent shall promptly notify the Lenders thereof. On or prior to the Effective Date, the Borrower shall deliver to the Agent, in form and substance satisfactory to the Agent: (i) corporate resolutions and incumbency certificates of the Borrower dated as of the Effective Date approving such increase in sufficient copies for each Lender, and (ii) new or amended Notes, if requested by any new or affected Lender, evidencing such new or revised Commitments.
(d) The Borrower shall prepay any LIBOR Loans outstanding on the Effective Date (and pay any breakfunding costs in connection therewith) to the extent necessary to keep outstanding Committed Loans ratable with any revised Commitment Percentages arising from a nonratable increase in the Commitments under this section. In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s noticeconjunction with such increase, the Lenders (new or existing) shall have agreed pursuant accept (and the existing Lenders shall make) an assignment at par of Committed Loans outstanding at the time of such Commitment increase such that, after giving effect thereto, all Committed Loans are held by the Lenders on a pro rata basis.
(e) This Section 2.06 shall supersede any provisions in Section 10.11 to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may be made in an amount which is less than the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenderscontrary.
Appears in 1 contract
Samples: Extended Revolving Credit Agreement (Costco Wholesale Corp /New)
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrowers shall have the option at any time and from time to time, by written notice time before the date that is one (1) year prior to the Administrative Agent (which shall deliver a copy thereof Maturity Date to each Lender), request that an increase in the Total Revolving Credit Commitment be increased in increments of $5,000,000 by an aggregate amount not of increases to exceed the Incremental Facility Amount at such time. Such notice shall set forth Total Revolving Credit Commitment of up to $45,000,000 (the amount of the requested increase to be set forth in the Increase Notice) (which, assuming no previous reduction in the Revolving Credit Commitments, would result in a maximum Total Commitment (which shall be an integral multiple of $10,000,000) 125,000,000), written notice to the Agent (an “Increase Notice”; and the date on which amount of such requested increase is requested to become effective (which the “Commitment Increase”). The execution and delivery of the Increase Notice by Borrowers shall not be less than 10 Business Days or more than 60 days after constitute a representation and warranty by the Borrowers that all the conditions set forth in this §2.11 shall have been satisfied on the date of such notice)Increase Notice. The Commitment Increase may be allocated (1) to the then existing Revolving Credit Commitments, (2) as a new revolving tranche having the same terms as the then existing Revolving Credit Commitments, or (3) any combination thereof in a manner satisfactory to the Agent, and the existing or additional Revolving Credit Lenders providing such additional Revolving Credit Commitments.
(b) Upon receipt of any Increase Notice, the Agent shall offer to each Lender consult with Arrangers and shall notify the opportunity to increase its Commitment by its Pro Rata Percentage Borrowers of the proposed increased amount. Each Lender shallamount of facility fees to be paid to any Lenders who provide an additional Revolving Credit Commitment, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver in connection with such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Revolving Credit Commitment. If the Borrowers agree to pay the facility fees so determined, then the Agent shall send a notice to all Revolving Credit Lenders (the “Additional Commitment Request Notice”) informing them of the Borrowers’ request to increase the Total Revolving Credit Commitment and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an additional Revolving Credit Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional Revolving Credit Commitment which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arrangers shall allocate the Commitment Increase among the Revolving Credit Lenders who provide such commitment letters on such basis as the Agent and the Arrangers shall determine after consultation with Borrowers’ Representative. If the additional Revolving Credit Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested by the CompanyBorrowers, then the Company may arrange for Agent, Arrangers or Borrowers may, but shall not be obligated to, invite one or more banks or other financial lending institutions (any such bank which banks or other financial institution referred lending institutions shall be acceptable to in this clause Agent, Arrangers and Borrowers’ Representative) to become a Revolving Credit Lender and provide an additional Revolving Credit Commitment. The Agent shall provide all Revolving Credit Lenders with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment to be provided by each Revolving Credit Lender and the revised Revolving Credit Commitment Percentages which shall be applicable after the effective date of the Commitment Increase specified therein (a) being called an the “Augmenting LenderIncrease Date”), which may include . In no event shall any Lender, Lender be obligated to extend Commitments or increase their existing Commitments in provide an aggregate additional Revolving Credit Commitment.
(c) On any Increase Date the outstanding principal balance of the Revolving Credit Loans shall be reallocated among the Revolving Credit Lenders such that after the applicable Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Lender shall be equal to such Lender’s Revolving Credit Commitment Percentage (as in effect after the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, applicable Increase Date) of the outstanding principal amount of all Revolving Credit Loans. On any Increase Date those Revolving Credit Lenders whose Revolving Credit Commitment Percentage is increasing shall be subject advance the funds to the approval of the Administrative Agent and the Company and funds so advanced shall be distributed among the Revolving Credit Lenders whose Revolving Credit Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitment Percentages. Borrowers further agree to pay the Breakage Costs, if any, resulting from any Commitment Increase.
(d) Upon the effective date of each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Revolving Credit Commitment pursuant to this §2.11, the Agent may unilaterally revise Schedule 1.1 and the Borrowers shall execute and deliver to the Agent new Revolving Credit Notes for each Lender whose Commitment has changed so that the principal amount of such Revolving Credit Lender’s Revolving Credit Note shall equal its Revolving Credit Commitment. The Agent shall deliver such replacement Revolving Credit Notes to the respective Lenders in exchange for the Revolving Credit Notes replaced thereby which shall be made surrendered by such Lenders. Such new Revolving Credit Notes shall provide that they are replacements for the surrendered Revolving Credit Notes and that they do not constitute a novation, shall be dated as of the Increase Date and shall otherwise be in an amount which is less than substantially the increase requested form of the replaced Revolving Credit Notes. Within five (5) days of issuance of any new Revolving Credit Notes pursuant to this §2.11(d), if required by the Company if Agent, the Company is unable Borrowers shall deliver an opinion of counsel, addressed to arrange forthe Lenders and the Agent, or chooses not relating to arrange forthe due authorization, Augmenting Lendersexecution and delivery of such new Revolving Credit Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Revolving Credit Notes shall be canceled and returned to the Borrowers.
(e) Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the Revolving Credit Lenders to increase the Total Revolving Credit Commitment pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total Revolving Credit Commitment:
Appears in 1 contract
Increase in Total Commitment. (a) The Company may Borrower shall have the right at any time, and from time to time, by written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that an increase of the Total Commitment be increased by Commitments to an amount not to exceed the Incremental Facility Amount at such time$345,000,000. Such notice shall set forth The Arranger may arrange for existing Lenders or other Persons who are not then Lenders (who will become a Lender hereunder) to issue commitments in an amount equal to the amount of the requested increase in the Total Commitment (which shall be an integral multiple of $10,000,000) and the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days after the date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment Commitments requested by the CompanyBorrower (each such increase, the Company may arrange for one a “Commitment Increase,” and each such Person issuing, or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called Lender increasing, its Commitment, an “Augmenting Additional Commitment Lender”); provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Borrower, and (ii) any Additional Commitment Lender which may include any Lender, to extend Commitments or increase their is not an existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent Agent, the Issuing Bank and the Company Swingline Lender (which approval shall not be unreasonably withheld). Each Commitment Increase shall be in a minimum aggregate amount of at least $20,000,000 and in integral multiples of $5,000,000 in excess thereof.
(b) No Commitment Increase shall become effective unless and until each Augmenting of the following conditions have been satisfied:
(i) the Borrower, the Administrative Agent, and any Additional Commitment Lender shall execute all have executed and delivered a joinder to the Loan Documents in such documentation form as the Administrative Agent may reasonably require;
(ii) the Borrower shall specify have paid such fees and other compensation to evidence its the Additional Commitment Lenders as the Borrower and each such Additional Commitment Lenders may agree;
(iii) the Borrower shall have paid such arrangement and other fees to the Administrative Agent and/or its status the Arranger as the Borrower and such Persons may agree;
(iv) the Borrower shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent (including, without limitation, an opinion that such Commitment Increase shall not cause a breach of the Note Purchase Agreement), from counsel to the Borrower reasonably satisfactory to the Administrative Agent (it being agreed that the counsel that delivers the legal opinions on the Closing Date shall be satisfactory to the Administrative Agent) and dated such date;
(v) to the extent requested by any Additional Commitment Lender, a Note will be issued at the Borrower’s expense, to each such Additional Commitment Lender, to be in conformity with requirements of SECTION 2.09 hereof (with appropriate modification) to the extent necessary to reflect the new Commitment of such Additional Commitment Lender;
(vi) the Borrower and the Additional Commitment Lenders shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested;
(vii) no Default or Event of Default then exists or will arise therefrom; and
(viii) the Borrower has not theretofore reduced the Commitments pursuant to SECTION 2.16 hereof.
(c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Commitment Increase (with each date of such effectiveness being referred to herein as a Lender “Commitment Increase Date”), and at such time (i) the Total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, (ii) Schedule 1.1 shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders, and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased Total Commitments (including, without limitation, SECTION 2.01(a)(i)).
(d) In connection with Commitment Increases hereunder. Any , the Lenders and the Borrower agree that, notwithstanding anything to the contrary in this Agreement, (i) the Borrower shall, in coordination with the Administrative Agent, (x) repay outstanding Loans of certain Lenders, and obtain Loans from certain other Lenders (including the Additional Commitment Lenders), or (y) take such other actions as reasonably may be required by the Administrative Agent, in each case to the extent necessary so that all of the Lenders effectively participate in each of the outstanding Loans pro rata on the basis of their Commitment Percentages (determined after giving effect to any increase in the Total Commitment may be made pursuant to this SECTION 2.02), and (ii) the Borrower shall pay to the Lenders any costs of the type referred to in SECTION 2.20 in connection with any repayment and/or Loans required pursuant to preceding clause (i). Without limiting the Obligations of the Borrower provided for in this SECTION 2.02, the Administrative Agent and the Lenders agree that they will use their best efforts to attempt to minimize the costs of the type referred to in SECTION 2.20 which the Borrower would otherwise incur in connection with the implementation of an amount which is less than increase in the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting LendersTotal Commitments.
Appears in 1 contract
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to time, by written notice prior to the Administrative Agent (which shall deliver a copy thereof Maturity Date, to request an increase in the Commitment, each Lender), request that the Total Commitment be increased in increments of $10,000,000.00 by an aggregate amount not of increases to exceed the Incremental Facility Amount at such time. Such notice shall set forth Commitment (the amount of the requested increase to be set forth in the Increase Notice) (which, assuming no previous reduction in the Commitments, would result in a maximum Total Commitment of $500,000,000.00), written notice to the Agent (an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”). The execution and delivery of the Increase Notice by the Borrower shall constitute a representation and warranty by the Borrower that all the conditions set forth in this §2.11 shall have been satisfied on the date of such Increase Notice. The Commitment Increase shall be allocated to the then existing Commitments having the same terms as the existing Commitments.
(b) Upon receipt of any Increase Notice, the Agent shall consult with KCM and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an additional Commitment in connection with such increase in the Total Commitment (which shall be in addition to the fees to be paid to Agent or KCM pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined, then the Agent shall send a notice to all Lenders (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Commitment and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an integral multiple additional Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of $10,000,000) and the date on additional Commitment which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and KCM shall allocate the Commitment Increase among the Lenders who provide such commitment letters on such basis as the Agent and KCM shall determine after consultation with the Borrower. If the additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested to become effective (which by the Borrower, then the Agent, KCM or the Borrower may, but shall not be less than 10 Business Days or more than 60 days after the date of such notice)obligated to, and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for invite one or more banks or other financial lending institutions (any such bank which banks or other financial institution referred lending institutions shall be acceptable to in this clause Agent, KCM and the Borrower) to become a Lender and provide an additional Commitment. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the additional Commitment to be provided by each Lender, and the revised Commitment Percentages, which shall be applicable after the effective date of the Commitment Increase specified therein (a) being called an the “Augmenting LenderIncrease Date”). In no event shall any Lender be obligated to provide an additional Commitment.
(c) On any Increase Date the outstanding principal balance of the Term Loans shall be reallocated among the Lenders, which may include any Lender, such that after the applicable Increase Date the outstanding principal amount of Term Loans owed to extend Commitments or increase their existing Commitments in an aggregate amount each Lender shall be equal to such Lender’s Commitment Percentage (as in effect after the unsubscribed amount; provided that each Augmenting Lenderapplicable Increase Date) of the outstanding principal amount of all Loans. On any Increase Date those Lenders whose Commitment Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall be distributed among the Lenders whose Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Loans. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitment Percentages. The Borrower further agrees to pay the Breakage Costs, if any, resulting from any Commitment Increase.
(d) Upon the effective date of each increase in the Commitment pursuant to this §2.11, the Agent may unilaterally revise Schedule 1.1 and the Borrower shall execute and deliver to the Agent new Term Loan Notes for each Lender whose Commitment has changed so that the principal amount of such Term Loan Lender’s Term Loan Note shall equal its Commitment. The Agent shall deliver such replacement Term Loan Notes to the respective Lenders in exchange for the Term Loan Notes replaced thereby which shall be surrendered by such Lenders. Such new Term Loan Notes shall provide that they are replacements for the surrendered Term Loan Notes, and that they do not already constitute a Lender hereundernovation, shall be subject dated as of the Increase Date and shall otherwise be in substantially the form of the replaced Term Loan Notes. In connection therewith, the Borrower shall deliver an opinion of counsel, addressed to the approval Lenders and the Agent, relating to the due authorization, execution and delivery of such new Term Loan Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Term Loan Notes shall be canceled and returned to the Borrower.
(e) Notwithstanding anything to the contrary contained herein, the obligation of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may pursuant to this §2.11 shall be made in an amount conditioned upon satisfaction of the following conditions precedent which is less than must be satisfied prior to the effectiveness of any increase requested by of the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.Total Commitment:
Appears in 1 contract
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.12, the Borrower shall have the option at any time and from time to time, time before at least three (3) months prior to the Revolving Credit Maturity Date to request an increase in the Total Commitment to not more than $200,000,000 (after giving effect to each such increase) by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth "Increase Notice"; and the amount of such requested increase is the requested "Commitment Increase"), provided that any such individual increase must be in a minimum amount of $10,000,000. Upon receipt of any Increase Notice, the Agent shall consult with Arrangers and within ten (10) days shall notify the Borrower of the amount of facility fees to be paid to any Revolving Credit Lenders who provide an additional Revolving Credit Commitment in connection with such increase in the Total Commitment (which shall be in addition to the fees to be paid to Agent or Arrangers pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined, then the Agent promptly shall send a notice to all Revolving Credit Lenders (the "Additional Commitment Request Notice") informing them of the Borrower's request to increase the Total Commitment and of the facility fees to be paid with respect thereto. Each Revolving Credit Lender who desires to provide an integral multiple additional Revolving Credit Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of $10,000,000the additional Revolving Credit Commitment by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice not to exceed ten (10) days. If the requested increase is oversubscribed then the Agent and the date Arrangers shall allocate the Commitment Increase among the Revolving Credit Lenders who provide such commitment letters on such basis mutually acceptable to each of the Borrower, Agent and Arrangers. If the additional Revolving Credit Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then the Agent, Arrangers or Borrower will seek one or more banks or lending institutions (which such increase is requested banks or lending institutions shall be reasonably acceptable to Agent, Arrangers and Borrower) to become effective (a Revolving Credit Lender and provide an additional Revolving Credit Commitment. The Agent shall provide all Revolving Credit Lenders with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment to be provided by each Revolving Credit Lender and the revised Revolving Credit Commitment Percentages which shall not be less than 10 Business Days or more than 60 days applicable after the effective date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of Increase specified therein (the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its "Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”Increase Date"). In no event shall any Revolving Credit Lender be obligated to provide an additional Revolving Credit Commitment.
(b) On any Commitment Increase Date the event that, on outstanding principal balance of the 10th day Revolving Credit Loans shall be reallocated among the Revolving Credit Lenders such that after the Administrative Agent applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Revolving Credit Lender shall have delivered be equal to such Revolving Credit Lender's Revolving Credit Commitment Percentage (as in effect after the Company’s notice, applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans. The participation interests of the Revolving Credit Lenders in Letters of Credit shall have agreed pursuant be similarly adjusted. On any Commitment Increase Date those Revolving Credit Lenders whose Revolving Credit Commitment Percentage is increasing shall advance the funds to the preceding sentence Agent and the funds so advanced shall be distributed among the Revolving Credit Lenders whose Revolving Credit Commitment Percentage is decreasing as necessary to increase accomplish the required reallocation of the outstanding Revolving Credit Loans. The funds so advanced shall be Revolving Credit Base Rate Loans until converted to Revolving Credit LIBOR Rate Loans which are allocated among all Revolving Credit Lenders based on their Commitments by an aggregate amount less than Revolving Credit Commitment Percentages.
(c) Upon the effective date of each increase in the Total Commitment pursuant to this §2.12 the Agent may unilaterally revise Schedule 1.1 and the Borrower shall, if requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal execute and deliver to the unsubscribed amount; provided Agent new Revolving Credit Notes for each Revolving Credit Lender whose Revolving Credit Commitment has changed so that each Augmenting the principal amount of such Revolving Credit Lender, if 's Revolving Credit Note shall equal its Revolving Credit Commitment. The Agent shall deliver such replacement Revolving Credit Notes to the respective Revolving Credit Lenders in exchange for the Revolving Credit Notes replaced thereby which shall be surrendered by such Revolving Credit Lenders and delivered to Borrower. Such new Revolving Credit Notes shall provide that they are replacements for the surrendered Revolving Credit Notes and that they do not already constitute a Lender hereundernovation, shall be subject dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes.
(d) Notwithstanding anything to the approval of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any contrary contained herein, any increase in the Total Commitment may pursuant to this §2.12 shall be made in an amount conditioned upon satisfaction or waiver of the following conditions precedent which is less than must be satisfied or waived prior to the effectiveness of any increase requested by of the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.Total Commitment:
Appears in 1 contract
Increase in Total Commitment. (a) The Company may from Borrowers may, at any time to timebut in any event not more than once during the term of this Agreement, by written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender)Agent, request that the aggregate amount of the Total Commitment be increased by an a maximum principal amount not of $50,000,000 in integral multiples of $10,000,000 (each a "Commitment Increase") to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date then in effect as specified in the related notice to the Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments after giving effect to any such increase pursuant to this Section 2.23 at any time exceed $350,000,000, (ii) a Commitment Increase shall be allocated pro rata between the Incremental Facility Amount at such time. Such Borrowers in accordance with the percentage of the Total Commitment available to each Borrower on the date hereof and (iii) on the date of any request by the Borrowers for a Commitment Increase and on the related Increase Date, (x) the applicable conditions set forth in Article IV shall be satisfied and (y) the Leverage Ratio shall be less than or equal to 1.50 to 1.00.
(b) The Agent shall promptly notify the Lenders of a request by the Borrowers for a Commitment Increase, which notice shall set forth include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed effective date of the Commitment Increase and (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the requested increase in the Total "Commitment (which shall be an integral multiple of $10,000,000Date") and the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days after the date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company Borrowers and the Administrative Agent given not more than 10 30 days after the date on which of the Administrative Agent shall have delivered the Company’s Borrower's notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “"Increasing Lender”") or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 30 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “"Non-Increasing Lender”"). In the event that, on the 10th 30th day after the Administrative Agent Borrowers shall have delivered a notice pursuant to the Company’s noticefirst sentence of this paragraph, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment total Commitments requested by the CompanyBorrowers, the Company Agent may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause paragraph (ab) being called an “"Augmenting Lender”"), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; , provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Borrowers, the Agent and the Company Swingline Lender (which approvals shall not be unreasonably withheld) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or and its status as a Lender hereunder. Any Increases and new Commitments created pursuant to this paragraph (b) shall become effective on the Increase Effective Date (as hereinafter defined). Notwithstanding the foregoing, no increase in the Total Commitment may (or in the Commitment of any Lender) shall become effective under this paragraph unless, (i) on the date of such increase, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.01 shall be made satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Agent shall have received a certificate to that effect dated such date and executed by Financial Officers of the Borrowers, (ii) the Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Effective Date under paragraphs (a) and (c) of Section 4.02 as to the corporate power and authority of the Borrowers to borrow hereunder after giving effect to such increase and (iii) following any such increase pursuant to this Section, each Lender shall have a Commitment in an amount which of $10,000,000 or an integral multiple of $1,000,000 in excess thereof.
(c) On the effective date (the "Increase Effective Date") of any increase in the total Commitments pursuant to Section 2.23(b) (the "Commitment Increase"), (i) the aggregate principal amount of the Standby Loans outstanding (the "Initial Loans") immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Lender and each Augmenting Lender that shall have been a Lender prior to the Commitment Increase shall pay to the Agent in same day funds an amount equal to the difference between (A) the product of (1) such Lender's Pro Rata Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such Lender's Pro Rata Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, (iii) each Augmenting Lender that shall not have been a Lender prior to the Commitment Increase shall pay to Agent in same day funds an amount equal to the product of (1) such Augmenting Lender's Pro Rate Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, and (iv) after the Agent receives the funds specified in clauses (ii) and (iii) above, the Agent shall pay to each Non-Increasing Lender the portion of such funds that is less than equal to the increase requested difference between (A) the product of (1) such Non-Increasing Lender's Pro Rata Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, and (B) the product of (1) such Non-Increasing Lender's Pro Rata Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (v) after the effectiveness of the Commitment Increase, the Borrowers shall be deemed to have made new Standby Borrowings (the "Subsequent Borrowings") in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Agent in accordance with Section 2.04, (vi) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Pro Rata Percentage of each Subsequent Borrowing (calculated after giving effect to the Commitment Increase) and (vii) the Borrowers shall pay each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on their respective Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to indemnification by the Company Borrowers pursuant to the provisions of Section 2.15 if the Company is unable to arrange for, or chooses not to arrange for, Augmenting LendersIncrease Effective Date occurs other than on the last day of the Interest Period relating thereto.
Appears in 1 contract
Samples: Competitive Advance and Revolving Credit Facility Agreement (Stilwell Financial Inc)
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option, at any time and from time to time, before the Maturity Date to request one or more increases in the Total Commitment to an aggregate amount of not more than $400,000,000.00 by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender)each, request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth “Increase Notice”; and the amount of such requested increase is a “Commitment Increase”); provided that any such individual increase must be in a minimum amount of $25,000,000.00 and increments of $5,000,000.00 in excess thereof unless otherwise approved by the requested Agent in its sole discretion. Upon receipt of any Increase Notice, the Agent, the Arrangers and the Borrower shall determine the Lenders (which may be new Lenders) to be approached and the proposed allocations of the Commitment Increase. In no event shall any Lender be obligated to increase its Commitment.
(b) On any effective date of any Commitment Increase (the “Commitment Increase Date”) the outstanding principal balance of the Revolving Credit Loans shall be reallocated among the Lenders such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Lender shall be equal to such Lender’s Commitment Percentage (as in effect after the applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans. The participation interests of the Lenders in Swing Loans and Letters of Credit shall be similarly adjusted. On any Commitment Increase Date, each of those Lenders whose Commitment Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall be distributed among the Lenders whose Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitment Percentages.
(c) Upon the effective date of each increase in the Total Commitment pursuant to this §2.11, the Agent may unilaterally revise Schedule 1.1 to reflect the name and address, Commitment and Commitment Percentage of each Lender following such increase and the Borrower shall execute and deliver to the Agent a new Revolving Credit Note for (i) each Lender whose Commitment has changed so that the principal amount of such Lender’s Revolving Credit Note shall equal its Commitment, and (ii) each new Lender in the principal amount of such Lender’s Commitment. The Agent shall deliver such replacement Revolving Credit Note to the respective Lenders in exchange for the Revolving Credit Notes replaced thereby which shall be surrendered by such Lenders. Such new Revolving Credit Notes shall be dated as of the applicable Commitment Increase Date and shall otherwise be in substantially the form of the existing Revolving Credit Notes; provided that such new Revolving Credit Notes for each Lender whose Commitment has changed shall also provide that they are replacements for the surrendered Revolving Credit Notes and that they do not constitute a novation. Simultaneously with such increase, the Borrower shall deliver an integral multiple opinion of $10,000,000) counsel, addressed to the Lenders and the date on which such increase is requested Agent, relating to become effective (which shall not be less than 10 Business Days or more than 60 days after the date due authorization, execution and delivery of such notice)new Revolving Credit Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Revolving Credit Notes shall offer be canceled and returned to each Lender the opportunity Borrower.
(d) Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the Lenders to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by pursuant to this §2.11 shall be conditioned upon satisfaction of the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), following conditions precedent which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal must be satisfied prior to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval effectiveness of any increase of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may be made in an amount which is less than the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.Commitment:
Appears in 1 contract
Samples: Credit Agreement (Monogram Residential Trust, Inc.)
Increase in Total Commitment. (a) The Company Borrower may from time to time, by written time (but no more often than once each calendar year) request an increase in the combined commitments under both Facilities up to an aggregate of $100,000,000 upon three (3) Business Days' notice to the Administrative Agent (which who shall deliver a copy thereof promptly notify the Lenders); provided, however, in no event shall the aggregate commitments, under the Facilities, after giving effect to each Lender)such increase, request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time$600,000,000. Such notice request shall set forth include a certificate signed by a responsible officer stating that (i) the amount representations and warranties contained in Article V are true and correct on and as of the requested increase in the Total Commitment (which shall be an integral multiple of $10,000,000) and the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days after the date of such notice)certificate, and will remain true and correct after giving effect to such increase in commitments, and (ii) no Default or Event of Default exists or would result from such increase in commitments. Each Lender shall offer to each Lender notify the opportunity Agent whether (x) it agrees to increase its Commitment by an amount equal to or less than its Pro Rata Percentage pro rata share of the proposed increased amount. Each Lender shallsuch requested increase, by notice to the Company and the Administrative Agent given or (y) it does not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to any increase in its Commitment by all or a portion of Commitment. Any Lender not responding within the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such above time period of 10 days shall be deemed to have declined elected not to increase its Commitment. The Agent shall, after receiving notification from all the Lenders or after the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof.
(b) (each If any Lender so declining declines, or being is deemed to have declined being declined, to participate in any such increase to the full extent of its pro rata share thereof (a “Non-Increasing "Declining Lender”"), the Borrower may request, through the Agent, that one or more other Lenders or Eligible Assignees, in their sole discretion, provide Commitment(s) equal to such shortfall.
(c) If any Commitments are increased in accordance with this Section 2.06, the Agent and the Borrower shall determine the effective date of such increase (the "Effective Date"), and the Agent shall promptly notify the Lenders thereof. On or prior to the Effective Date, the Borrower shall deliver to the Agent, in form and substance satisfactory to the Agent: (i) corporate resolutions and incumbency certificates of the Borrower dated as of the Effective Date approving such increase in sufficient copies for each Lender, and (ii) new or amended Notes, if requested by any new or affected Lender, evidencing such new or revised Commitments.
(d) The Borrower shall prepay any LIBOR Loans outstanding on the Effective Date (and pay any breakfunding costs in connection therewith) to the extent necessary to keep outstanding Committed Loans ratable with any revised Commitment Percentages arising from a nonratable increase in the Commitments under this section. In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s noticeconjunction with such increase, the Lenders (new or existing) shall have agreed pursuant accept (and the existing Lenders shall make) an assignment at par of Committed Loans outstanding at the time of such Commitment increase such that, after giving effect thereto, all Committed Loans are held by the Lenders on a pro rata basis.
(e) This Section 2.06 shall supersede any provisions in Section 10.11 to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may be made in an amount which is less than the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenderscontrary.
Appears in 1 contract
Samples: Short Term Revolving Credit Agreement (Costco Wholesale Corp /New)
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this § 2.11, Borrowers shall have the option at any time and from time to time, time before the date that is thirty (30) days prior to the Maturity Date to request an increase in the Total Commitment to not more than TWO HUNDRED MILLION DOLLARS ($200,000,000) by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth “Increase Notice”; and the amount of such requested increase is the requested “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $25,000,000 and incremental amounts of $5,000,000 in excess thereof. Upon receipt of any Increase Notice, the Agent shall consult with Arrangers and shall notify Borrowers of the amount of facility fees to be paid to any Lenders who provide an additional Commitment in connection with such increase in the Total Commitment (which shall be an integral multiple of $10,000,000) and in addition to the date on which such increase is requested fees to become effective (which be paid to the Agent or Arrangers pursuant to the Agreement Regarding Fees). If Borrowers agree to pay the facility fees so determined, then the Agent, Arrangers or Borrowers may, but shall not be less than 10 Business Days obligated to, invite one or more than 60 days banks or lending institutions (which banks or lending institutions shall be reasonably acceptable to the Agent, Arrangers and Parent Borrower) to become Lenders and provide additional Commitments and/or one or more existing Lenders to increase their Commitments in an aggregate amount consistent with the Increase Notice. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be applicable after the effective date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of Increase specified therein (the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its “Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing LenderIncrease Date”). In no event shall any Lender be obligated to provide an additional Commitment. Any Commitment Increase and the event thatadditional Advance in respect of such Commitment Increase (which Advance shall be in such principal amount as shall cause the outstanding Advances of each Lender to be held consistent with its Commitment Percentage after giving effect to the Commitment Increase) to be made by each Lender increasing its Commitment or issuing a new Commitment shall be evidenced by a supplement to this Agreement executed by the Agent, on Borrowers and any Lender increasing its Commitment or issuing a new Commitment, which supplement may include such amendments to this Agreement as the 10th day after Agent deems reasonably necessary or appropriate to implement the Administrative Agent shall have delivered transactions contemplated by this § 2.11.
(b) On the Company’s noticeCommitment Increase Date, the Advances then outstanding and such additional Advance shall be combined so that all Lenders shall have agreed pursuant (including any Lender issuing a new Commitment) hold pro rata amounts of the Loan (including such additional Advance) of each Type and Interest Period in their respective Commitment Percentages as determined after giving effect to such additional Advance.
(c) Upon the preceding sentence to increase their Commitments by an aggregate amount less than the effective date of each increase in the Total Commitment pursuant to this § 2.11 the Agent may unilaterally revise Schedule 1.1 and Borrowers shall, if requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal execute and deliver to the unsubscribed amount; provided Agent new Notes for each Lender whose Commitment has changed (or any Lender issuing a new Commitment that each Augmenting has requested a Note) so that the principal amount of such Lender, if ’s Note shall equal its Commitment. The Agent shall deliver such replacement Notes to the respective Lenders in exchange for the Notes replaced thereby which shall be surrendered by such Lenders. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not already constitute a Lender hereundernovation, shall be subject dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Notes.
(d) Notwithstanding anything to the approval contrary contained herein, the obligation of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may pursuant to this § 2.11 shall be made in an amount conditioned upon satisfaction or waiver of the following conditions precedent which is less than must be satisfied or waived prior to the effectiveness of any increase requested by of the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.Total Commitment:
Appears in 1 contract
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, Borrower shall have the option at any time and from time to time, by written notice time before the date that is thirty (30) days prior to the Administrative Agent Revolving Credit Maturity Date (which shall deliver a copy thereof or the extended Revolving Credit Maturity Date, as applicable, if Borrower exercises its extension option pursuant to each Lender), §2.12) to request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth the amount of the requested increase in the Total Commitment to an amount not greater than One Billion Five Hundred Million Dollars ($1,500,000,000.00) by giving written notice to Agent (an “Increase Notice”; and the amount of such requested increase is a “Commitment Increase”) which increase shall be allocated at Borrower’s request to the Revolving Credit Commitments or any Term Loan Commitment; provided that no such request for a Commitment Increase shall be in an integral multiple amount less than Twenty Five Million Dollars ($25,000,000.00). Agent shall send a notice to all Lenders (the “Additional Commitment Request Notice”) informing them of $10,000,000) and Borrower’s request to increase the date on Total Commitment. Each Lender who desires to provide an additional Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional Commitment by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then Agent and Arrangers shall allocate the Commitment Increase among such Lenders who provide such commitment letters on such basis mutually acceptable to Borrower, Agent and Arrangers. If the additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested to become effective (which by Borrower, then Agent, Arrangers or Borrower may, but shall not be less than 10 Business Days or more than 60 days after the date of such notice)obligated to, invite, and shall offer Agent, in consultation with Borrower, will use its reasonable efforts to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shallarrange for, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for one or more banks or other financial lending institutions (any which banks or lending institutions shall be reasonably acceptable to Agent, Arrangers and Borrower) to become a Lender and provide an additional Commitment (each such bank or other financial institution referred to in this clause (a) being called Lender, an “Augmenting Acceding Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to . Agent shall promptly provide all Lenders and Acceding Lenders with a notice setting forth the unsubscribed amount; provided that each Augmenting Lender, if not already a any, of the additional Commitment to be provided by each Lender hereunderand Acceding Lender and the revised Commitment Percentages (as well as the revised Maximum Facility Amount and the revised amount of the Letter of Credit Commitment and the Swing Loan Commitment, respectively) which shall be subject to applicable after the approval effective date of the Administrative Agent and Commitment Increase specified therein (the Company and each Augmenting “Commitment Increase Date”). In no event shall any Lender shall execute all such documentation as the Administrative Agent shall specify be obligated to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may be made in provide an amount which is less than the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lendersadditional Commitment.
Appears in 1 contract
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to time, by written notice time prior to the Administrative Agent (which shall deliver a copy thereof Maturity Date to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth the amount of the requested increase in the Total Commitment to not more than $300,000,000.00 by giving written notice to the Agent (an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $10,000,000.00 and increments of $5,000,000.00 in excess thereof. Upon receipt of any Increase Notice, the Agent shall consult with KBCM and shall notify the Borrower of the amount of the facility fees to be paid to any Lenders who provide an additional Commitment in connection with such increase in addition to the fees to be paid pursuant to the Agreement Regarding Fees. If the Borrower agrees to pay the facility fees so determined, the Agent shall send a notice to all Lenders (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Commitment and of the facility fees to be paid with respect thereto. Agent shall provide the Additional Commitment Request Notice to each of the Lenders before any new lenders are so notified. Each Lender who desires to provide an additional Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional Commitment which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and KBCM shall allocate the Commitment Increase among the Lenders who provide such commitment letters on such basis as the Agent and KBCM, shall determine in their sole discretion. If the additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then the Agent, KBCM, or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to Agent, KBCM, and the Borrower) to become a Lender and provide an additional Commitment. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be an integral multiple of $10,000,000) and the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days applicable after the effective date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of Increase specified therein (the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its “Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing LenderIncrease Date”). In no event shall any Lender be obligated to provide an additional Commitment.
(b) On any Commitment Increase Date the event that, on outstanding principal balance of the 10th day Revolving Credit Loans shall be reallocated among the Lenders such that after the Administrative Agent applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Lender shall have delivered be equal to such Lender’s Commitment Percentage (as in effect after the Company’s notice, applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans. The participation interests of the Lenders in Swing Loans and shall have agreed pursuant be similarly adjusted. On any Commitment Increase Date, those Lenders whose Commitment Percentage is increasing shall advance the funds to the preceding sentence Agent and the funds so advanced shall be distributed among the Lenders whose Commitment Percentage is decreasing as necessary to increase accomplish the required reallocation of the outstanding Revolving Credit Loans. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitments by an aggregate amount less than Commitment Percentages.
(c) Upon the effective date of each increase in the Total Commitment requested by pursuant to this §2.11, (i) the CompanyAgent may unilaterally revise Schedule 1.1 to reflect the name and address, Commitment and Commitment Percentage of each Lender following such increase and the Company may arrange Borrower shall execute and deliver to the Agent new Revolving Credit Notes for one or more banks or other financial institutions each Lender whose Commitment has changed so that the principal amount of such Lender’s Revolving Credit Note shall equal its Commitment, (any such bank or other financial institution referred ii) the Swing Loan Commitment shall automatically increase to in this clause the lesser of (aA) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to ten percent (10%) of the unsubscribed amount; provided that each Augmenting new Total Commitment and (B) the Commitment of the Swing Loan Lender and (iii) the Letter of Credit Commitment shall automatically increase to the lesser of (A) an amount equal to ten percent (10%) of the new Total Commitment and (B) the Commitment of the Lender acting as the Issuing Lender, if and the Borrower shall execute and deliver to the Agent a new Swing Loan Note for the Swing Loan Lender so that the principal amount of the Swing Loan Note shall equal the Swing Loan Commitment. The Agent shall deliver such replacement Revolving Credit Note and Swing Loan Note to the respective Lenders in exchange for the Revolving Credit Notes and Swing Loan Note replaced thereby which shall be surrendered by such Lenders. Such new Revolving Credit Notes and Swing Loan Note shall provide that they are replacements for the surrendered Revolving Credit Notes and Swing Loan Note, and that they do not already constitute a Lender hereundernovation, shall be subject dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes or Swing Loan Note, as applicable. In connection with the issuance of any new Revolving Credit Notes or Swing Loan Note pursuant to this §2.11(c), the Borrower shall deliver an opinion of counsel, addressed to the approval Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and Swing Loan Note and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Revolving Credit Notes and Swing Loan Note shall be canceled and returned to the Borrower.
(d) Notwithstanding anything to the contrary contained herein, the obligation of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may pursuant to this §2.11 shall be made in an amount conditioned upon satisfaction of the following conditions precedent which is less than must be satisfied prior to the effectiveness of any increase requested by of the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.Total Commitment:
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Increase in Total Commitment. (a) The Company may So long as the Incremental Loan Commitment Requirements are satisfied, the Borrower shall have the right at any time after the Effective Date, and from time to timetime after the Effective Date, by written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that an increase of the Total Commitment be increased by Commitments to an amount not to exceed $350,000,000. Any such requested increase shall be first made in writing to all existing Lenders on a pro rata basis. In the Incremental Facility Amount at such time. Such notice shall set forth event that any existing Lender does not notify the amount Administrative Agent within twenty-one (21) Business Days from the receipt of the requested increase in that the Total Commitment (which shall be an integral multiple of $10,000,000) and the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days after the date of such notice), and shall offer to each existing Lender the opportunity to will increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after amount of its increase, the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each existing Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined the requested increase of its Commitment. To the extent that one or more existing Lenders decline to increase its Commitment) (each Lender so declining their respective Commitments, or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence decline to increase their Commitments to the amount requested by the Borrower, MLPFS may arrange for other Persons to become Lenders hereunder and to issue commitments in an aggregate amount less than equal to the amount of the increase in the Total Commitment Commitments requested by the CompanyBorrower and not accepted by the existing Lenders (each such increase by either means, the Company may arrange for one a “Commitment Increase,” and each such Person issuing, or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called Lender increasing, its Commitment, an “Augmenting Additional Commitment Lender”); provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Borrower, and (ii) any Additional Commitment Lender which may include any Lender, to extend Commitments or increase their is not an existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent Agent, the Issuing Bank, the Swingline Lender and, provided no Event of Default has occurred and is continuing, the Company Borrower (which approval shall not be unreasonably withheld), and (iii) nothing contained herein shall constitute the unconditional obligation of MLPFS to provide or obtain commitments for such Commitment Increase, as MLPFS is only agreeing hereby to use its best efforts to arrange for Additional Commitment Lenders. Each Commitment Increase shall be in a minimum aggregate amount of at least $10,000,000 and in integral multiples of $10,000,000 in excess thereof.
(b) No Commitment Increase shall become effective unless and until each Augmenting of the following conditions have been satisfied:
(i) the Borrower, the Administrative Agent, and any Additional Commitment Lender shall execute all have executed and delivered a joinder to the Loan Documents in such documentation form as the Administrative Agent may reasonably require;
(ii) the Incremental Loan Commitment Requirements shall specify have been satisfied;
(iii) the Borrower shall have paid such fees and other compensation to evidence its the Additional Commitment Lenders as the Borrower and each such Additional Commitment Lenders may agree;
(iv) the Borrower shall have paid such arrangement fees to the Administrative Agent and/or its status MLPFS as the Borrower and such Persons may agree;
(v) if requested by the Administrative Agent, the Borrower shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date;
(vi) to the extent requested by any Additional Commitment Lender, a Note will be issued at the Borrower’s expense, to each such Additional Commitment Lender, to be in conformity with requirements of Section 2.09 hereof (with appropriate modification) to the extent necessary to reflect the new Commitment of such Additional Commitment Lender; and
(vii) the Borrower and the Additional Commitment Lenders shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested.
(c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Commitment Increase (with each date of such effectiveness being referred to herein as a Lender “Commitment Increase Date”), and at such time (i) the Total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, (ii) Schedule 1.1 shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders, and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased Total Commitments (including, without limitation, Section 2.01(a)(i)).
(d) In connection with Commitment Increases hereunder. Any , the Lenders and the Borrower agree that, notwithstanding anything to the contrary in this Agreement, (i) the Borrower shall, in coordination with the Administrative Agent, (x) repay outstanding Loans of certain Lenders, and obtain Loans from certain other Lenders (including the Additional Commitment Lenders), but in no event in excess of each such Lender’s Commitment, or (y) take such other actions as reasonably may be required by the Administrative Agent, in each case to the extent necessary so that all of the Lenders effectively participate in each of the outstanding Loans pro rata on the basis of their Commitment Percentages (determined after giving effect to any increase in the Total Commitment may be made Commitments pursuant to this Section 2.02), and (ii) the Borrower shall pay to the Lenders any costs of the type referred to in an amount which is less than the increase requested by the Company if the Company is unable Section 2.21 in connection with any repayment and/or Loans required pursuant to arrange for, or chooses not to arrange for, Augmenting Lenderspreceding clause (i).
Appears in 1 contract
Samples: Credit Agreement (Stage Stores Inc)
Increase in Total Commitment. (a) The Company may Subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to timetime before the Revolving Credit Maturity Date (as the same may be extended pursuant to §2.12 below) or the Term Loan Maturity Date, as applicable, to request an increase in the Total Revolving Credit Commitment and/or the Total Term Loan Credit Commitment by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lenderan “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), request provided that any such individual increase must be in a minimum amount of $20,000,000.00 and increments of $5,000,000.00 in excess thereof, and the Total Commitment be increased by an amount shall not to exceed $1,750,000,000.00. Upon receipt of any Increase Notice, the Incremental Facility Amount at such time. Such notice Agent shall set forth consult with KCM and shall notify the Borrower of the amount of the facility fees to be paid to any Lenders who provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, in connection with such increase in the Revolving Credit Commitment and/or Term Loan Commitment, as applicable, pursuant to the Agreement Regarding Fees. If the Borrower agrees to pay the facility fees so determined (and/or such other fees as may be agreed to by Borrower and Agent), the Agent shall send a notice to all Revolving Credit Lenders and/or Term Loan Lenders, as applicable (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Revolving Credit Commitment and/or the Total Term Loan Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Revolving Credit Lender and/or Term Loan Lender, as applicable, who desires to provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and KCM shall allocate the Commitment Increase among the Revolving Credit Lenders and/or Term Loan Lenders, as applicable, who provide such commitment letters on such basis as the Agent and KCM, shall determine following consultation with the Borrower. If the additional Revolving Credit Commitments and/or Term Loan Commitments, as applicable, so provided are not sufficient to provide the full amount of the Revolving Credit Commitment Increase and/or the Term Loan Commitment Increase, as applicable, that is requested by the Borrower, then the Agent, KCM, or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to Agent, KCM, and the Borrower) to become a Revolving Credit Lender and/or Term Loan Lender, as applicable, and provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable. The Agent shall provide all Revolving Credit Lenders and/or Term Loan Lenders, as applicable, with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, to be provided by each Revolving Credit Lender and/or Term Loan Lender, as applicable, and the revised Revolving Credit Commitment Percentages and/or Term Loan Commitment Percentages, as applicable, which shall be applicable after the effective date of the Revolving Credit Commitment Increase and/or Term Loan Commitment Increase, as applicable, specified therein (the “Commitment Increase Date”). In no event shall any Lender be obligated to provide an additional Revolving Credit Commitment and/or Term Loan Commitment.
(b) On any Commitment Increase Date the outstanding principal balance of the Revolving Credit Loans shall be reallocated among the Revolving Credit Lenders such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Revolving Credit Lender shall be equal to such Lender’s Revolving Credit Commitment Percentage (as in effect after the applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans. The participation interests of the Revolving Credit Lenders in Letters of Credit shall be similarly adjusted. On any Commitment Increase Date, those Revolving Credit Lenders whose Revolving Credit Commitment Percentage is increasing shall advance the funds to the Agent (in each case, in the applicable Currency for such Revolving Credit Loans) and the funds so advanced shall be distributed among the Revolving Credit Lenders whose Revolving Credit Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans. The funds so advanced in Dollars shall be Base Rate Loans or LIBOR Rate Loans, in accordance with the request of the Borrower, and the funds so advanced in an Alternative Currency shall be LIBOR Rate Loans which are allocated among all Lenders based on their Revolving Credit Commitment Percentages. To the extent such reallocation results in certain Lenders receiving funds which are applied to LIBOR Rate Loans prior to the last day of the applicable Interest Period, then the Borrower shall pay to the Agent for the account of the affected Lenders the Breakage Costs for each such Lender (provided that the parties agree to attempt to coordinate the closing of any increase of the Total Revolving Credit Commitment or Total Term Loan Commitment, as applicable, to minimize Breakage Costs that may come due); provided, however, each Lender agrees to apply any amounts received by them pursuant to this §2.11(b) first to the principal of any Base Rate Loans held by such Lender and then to the principal of LIBOR Rate Loans held by such Lender.
(c) Upon the effective date of each increase in the Total Commitment pursuant to this §2.11, (i) the Agent may unilaterally revise Schedule 1.1 to reflect the name and address, Commitment and Commitment Percentage of each Lender following such increase and the Borrower shall execute and deliver to the Agent new Revolving Credit Notes or Term Loan Notes, as applicable, for each Lender whose Commitment has changed so that the principal amount of such Lender’s Revolving Credit Note or Term Loan Note, as applicable, shall equal its Commitment. The Agent shall deliver such replacement Revolving Credit Note and/or Term Loan Note, as applicable, to the respective Lenders in exchange for the Revolving Credit Notes and/or Term Loan Notes replaced thereby which shall be an integral multiple of $10,000,000) and surrendered by such Lenders. Such new Revolving Credit Notes and/or Term Loan Notes, as applicable, shall provide that they are replacements for the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days after the date of such notice)surrendered Revolving Credit Notes and/or Term Loan Notes, as applicable, and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given that they do not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or constitute a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereundernovation, shall be subject dated as of the applicable Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes or Term Loan Notes, as applicable. In connection with the issuance of any new Revolving Credit Notes and/or Term Loan Notes, as applicable, pursuant to this §2.11(c), the Borrower shall deliver an opinion of counsel, addressed to the approval Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and/or Term Loan Notes, as applicable, and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement or otherwise in form and substance reasonably satisfactory to the Agent. The surrendered Revolving Credit Notes and/or Term Loan Notes, as applicable, shall be canceled and returned to the Borrower.
(d) Notwithstanding anything to the contrary contained herein, the obligation of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Revolving Credit Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Revolving Credit Commitment, and/or the Agent and the Term Loan Lenders to increase the Total Term Loan Commitment, as applicable, pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total Revolving Credit Commitment may be made in an amount which is less than or the increase requested by the Company if the Company is unable to arrange forTotal Term Loan Commitment, or chooses not to arrange for, Augmenting Lenders.as applicable:
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Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this § 2.11, Borrower shall have the option at any time and from time to time, time before the date that is thirty (30) days prior to the Maturity Date to request an increase in the Total Commitment to not more than ONE HUNDRED MILLION DOLLARS ($100,000,000) more than the Total Commitment as of the Closing Date by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth “Increase Notice”; and the amount of such requested increase is the requested “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $25,000,000 and incremental amounts of $5,000,000 in excess thereof. Upon receipt of any Increase Notice, the Agent shall consult with Arrangers and shall notify Borrower of the amount of upfront fees to be paid to any Lenders who provide an additional Commitment in connection with such increase in the Total Commitment (which shall be an integral multiple of $10,000,000) and in addition to the date on which such increase is requested fees to become effective (which be paid to the Agent or Arrangers pursuant to the Agreement Regarding Fees). If Borrower agrees to pay the upfront fees so determined, then the Agent, Arrangers or Borrower may, but shall not be less than 10 Business Days or more than 60 days after the date of such notice)obligated to, and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for invite one or more banks or other financial lending institutions (any such bank which banks or other financial institution referred lending institutions shall be reasonably acceptable to in this clause (athe Agent, Arrangers and Borrower) being called an “Augmenting Lender”), which may include any Lender, to extend become Lenders and provide additional Commitments and/or one or more existing Lenders to increase their existing Commitments in an aggregate amount equal consistent with the Increase Notice. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be applicable after the effective date of the Commitment Increase specified therein (the “Commitment Increase Date”). In no event shall any Lender be obligated to provide an additional Commitment. Any Commitment Increase and the additional Advance in respect of such Commitment Increase (which Advance shall be in such principal amount as shall cause the outstanding Advances of each Lender to be held consistent with its Commitment Percentage after giving effect to the unsubscribed amount; provided that Commitment Increase) to be made by each Augmenting Lender, if not already Lender increasing its Commitment or issuing a Lender hereunder, new Commitment shall be subject evidenced by a supplement to this Agreement executed by the approval of the Administrative Agent Agent, Borrower and the Company and each Augmenting any Lender shall execute all increasing its Commitment or issuing a new Commitment, which supplement may include such documentation amendments to this Agreement as the Administrative Agent shall specify deems reasonably necessary or appropriate to evidence its Commitment and/or its status as a Lender hereunder. Any increase in implement the Total Commitment may be made in an amount which is less than the increase requested transactions contemplated by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lendersthis § 2.11.
Appears in 1 contract
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Parent Borrower shall have the option at any time and from time to time, time before the date that is thirty (30) days prior to the Revolving Credit Maturity Date (or the extended maturity date if Parent Borrower exercises its extension option pursuant to §2.12) to request an increase in the Total Commitment to not more than ONE BILLION FIVE HUNDRED MILLION DOLLARS ($1,500,000,000) by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth “Increase Notice”; and the amount of such requested increase is the requested “Commitment Increase”), with such Commitment Increase being allocated to the Revolving Credit Facility and/or Term Loan III Facility and/or Term Loan IV Facility in such fashion as the Parent Borrower may designate; provided that any such individual increase must be in a minimum amount of $25,000,000 and incremental amounts of $5,000,000 in excess thereof. Upon receipt of any Increase Notice, the Agent shall consult with Arrangers and shall notify the Parent Borrower of the amount of facility fees to be paid to any Lenders who provide an additional Commitment in connection with such increase in the Total Commitment (which shall be in addition to the fees to be paid to Agent or Arrangers pursuant to the Agreement Regarding Fees). If the Parent Borrower agrees to pay the facility fees so determined, then the Agent shall send a notice to all Lenders (the “Additional Commitment Request Notice”) informing them of the Parent Borrower’s request to increase the Total Commitment, the applicable Facility to be increased, and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an integral multiple additional Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of $10,000,000) the additional Commitment by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the date Arrangers shall allocate the Commitment Increase among the Lenders who provide such commitment letters on which such increase is basis mutually acceptable to each of the Parent Borrower, Agent and Arrangers. If the additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested to become effective (which by the Parent Borrower, then the Agent, Arrangers or Parent Borrower may, but shall not be less than 10 Business Days obligated to, invite one or more than 60 days banks or lending institutions (which banks or lending institutions shall be reasonably acceptable to Agent, Arrangers and Parent Borrower) to become a Lender and provide an additional Commitment. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be applicable after the effective date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of Increase specified therein (the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its “Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing LenderIncrease Date”). In no event shall any Lender be obligated to provide an additional Commitment.
(b) On any Commitment Increase Date the event that, on outstanding principal balance of the 10th day applicable Loans shall be reallocated among the Lenders such that after the Administrative applicable Commitment Increase Date the outstanding principal amount of Loans owed to each Lender shall be equal to such Lender’s, as applicable, Revolving Credit Commitment Percentage and/or Term Loan III Commitment Percentage and/or Term Loan IV Commitment Percentage (as in effect after the applicable Commitment Increase Date) of the outstanding principal amount of the applicable Loans. The participation interests of the Revolving Credit Lenders in Swing Loans, Letters of Credit, and Alternative Currency Risk Participations shall be similarly adjusted as applicable. On any Commitment Increase Date those Lenders whose applicable Commitment Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall have delivered the Company’s notice, be distributed among the Lenders whose applicable Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Loans. The funds so advanced shall have agreed pursuant be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their applicable Revolving Credit Commitment Percentages and/or Term Loan III Commitment Percentages and/or Term Loan IV Commitment Percentages.
(c) Upon the preceding sentence to increase their Commitments by an aggregate amount less than the effective date of each increase in the Total Commitment pursuant to this §2.11 the Agent may unilaterally revise Schedule 1.1 and the Parent Borrower shall, if requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal execute and deliver to the unsubscribed amount; provided Agent new Notes for each Lender whose Commitment has changed so that each Augmenting the principal amount of such Lender, if ’s applicable Notes shall equal its applicable Commitment. The Agent shall deliver such replacement Notes to the respective Lenders in exchange for the Notes replaced thereby which shall be surrendered by such Lenders. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not already constitute a Lender hereundernovation, shall be subject dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Notes.
(d) Notwithstanding anything to the approval contrary contained herein, the obligation of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may pursuant to this §2.11 shall be made in an amount conditioned upon satisfaction or waiver of the following conditions precedent which is less than must be satisfied or waived prior to the effectiveness of any increase requested by of the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.Total Commitment:
Appears in 1 contract
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to timetime before the date that is forty-five (45) days prior to the Revolving Credit Maturity Date (as the same may be extended pursuant to §2.12 below), Term Loan A Maturity Date, Term Loan B Maturity Date or Term Loan C Maturity Date, as applicable, to request an increase in the Total Revolving Credit Commitment, the Total Term Loan A Commitment, the Total Term Loan B Commitment and/or the Total Term Loan C Commitment by an additional amount of up to $245,000,000.00 in the aggregate (which, assuming no previous reduction in the Total Revolving Credit Commitment, the Total Term Loan A Commitment, the Total Term Loan B Commitment and/or the Total Term Loan C Commitment, would result in a maximum Total Commitment of $725,000,000.00), by giving written notice to the Administrative Agent (each, an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $5,000,000.00. Upon receipt of any Increase Notice, the Agent shall consult with Arranger and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an additional Revolving Credit Commitment, Term Loan A Commitment, Term Loan B Commitment and/or Term Loan C Commitment, as applicable, in connection with such increase in the Revolving Credit Commitment, Term Loan A Commitment, Term Loan B Commitment and/or Term Loan C Commitment, as applicable (which shall deliver a copy thereof be in addition to each Lenderthe fees to be paid to Arranger pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined (and/or such other fees as may be agreed to by the Borrower, Agent and/or Arranger in connection with such Commitment Increase), then the Agent shall send a notice to all Revolving Credit Lenders, Term Loan A Lenders, Term Loan B Lenders and/or Term Loan C Lenders, as applicable (the “Additional Commitment Request Notice”) informing them of the Borrower’s request that to increase the Total Revolving Credit Commitment, the Total Term Loan A Commitment, the Total Term Loan B Commitment or the Total Term Loan C Commitment, as applicable, and of the facility fees to be increased by paid with respect thereto. Each Revolving Credit Lender, Term Loan A Lender, Term Loan B Lender or Term Loan C Lender, as applicable, who desires to provide an amount not to exceed the Incremental Facility Amount at additional Revolving Credit Commitment, Term Loan A Commitment, Term Loan B Commitment or Term Loan C Commitment, as applicable, upon such time. Such notice terms shall set forth provide Agent with a written commitment letter specifying the amount of the additional Revolving Credit Commitment, Term Loan A Commitment, Term Loan B Commitment or Term Loan C Commitment, as applicable, by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase in is oversubscribed then the Total Commitment (which shall be an integral multiple of $10,000,000) Agent and the date Arranger shall allocate the Commitment Increase among the Revolving Credit Lenders, Term Loan A Lenders, Term Loan B Lenders or Term Loan C Lenders, as applicable, who provide such commitment letters on which such increase is basis as the Agent and the Arranger shall determine in their sole discretion. If the additional Revolving Credit Commitments, Term Loan A Commitments, Term Loan B Commitments or Term Loan C Commitments, as applicable, so provided are not sufficient to provide the full amount of the such Commitment Increase requested to become effective (which by the Borrower, then the Agent, Arranger or Borrower may, but shall not be less than 10 Business Days or more than 60 days after the date of such notice)obligated to, and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for invite one or more banks or other financial lending institutions (any such bank which banks or other financial institution referred lending institutions shall be reasonably acceptable to in this clause Agent, Arranger and Borrower) to become a Revolving Credit Lender, Term Loan A Lender, Term Loan B Lender or Term Loan C Lender, as applicable, and provide an additional Revolving Credit Commitment, Term Loan A Commitment, Term Loan B Commitment or Term Loan C Commitment, as applicable. The Agent shall provide all Revolving Credit Lenders, Term Loan A Lenders, Term Loan B Lenders or Term Loan C Lenders, as applicable, with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment, Term Loan A Commitment, Term Loan B Commitment or Term Loan C Commitment, as applicable, to be provided by each Revolving Credit Lender, Term Loan A Lender, Term Loan B Lender or Term Loan C Lender, as applicable, and the revised Revolving Credit Commitment Percentages, Term Loan A Commitment Percentages, Term Loan B Commitment Percentages or Term Loan C Commitment Percentages, as applicable, which shall be applicable after the effective date of the Commitment Increase specified therein (a) being called an the “Augmenting LenderCommitment Increase Date”). In no event shall any Lender be obligated to provide an additional Revolving Credit Commitment, which may include Term Loan A Commitment, Term Loan B Commitment or Term Loan C Commitment.
(b) On any LenderCommitment Increase Date the outstanding principal balance of the Revolving Credit Loans, to extend Commitments Term Loans A, Term Loans B or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting LenderTerm Loans C, if not already a Lender hereunderas applicable, shall be subject reallocated among the Revolving Credit Lenders, Term Loan A Lenders, Term Loan B Lenders or Term Loan C Lenders, as applicable, such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans, Term Loans A, Term Loans B or Term Loans C, as applicable, owed to each Revolving Credit Lender, Term Loan A Lender, Term Loan B Lender or Term Loan C Lender, as applicable, shall be equal to such Lender’s Revolving Credit Commitment Percentage, Term Loan A Commitment Percentage, Term Loan B Commitment Percentage or Term Loan C Commitment Percentage, as applicable (as in effect after the applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans, Term Loans A, Term Loans B or Term Loans C, as applicable. The participation interests of the Revolving Credit Lenders in Letters of Credit shall be similarly adjusted. On any Commitment Increase Date, those Revolving Credit Lenders, Term Loan A Lenders, Term Loan B Lenders or Term Loan C Lenders whose Revolving Credit Commitment Percentage, Term Loan A Commitment Percentage, Term Loan B Commitment Percentage or Term Loan C Commitment Percentage is increasing shall advance the funds to the approval of the Administrative Agent and the Company funds so advanced shall be distributed among the Revolving Credit Lenders, Term Loan A Lenders, Term Loan B Lenders or Term Loan C Lenders, as applicable, whose Revolving Credit Commitment Percentage, Term Loan A Commitment Percentage, Term Loan B Commitment Percentage or Term Loan C Commitment Percentage, as applicable, is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans, Term Loans A, Term Loans B or Term Loans C, as applicable. The funds so advanced shall be Base Rate Loans until converted to SOFR Rate Loans which are allocated among all Lenders based on their Commitment Percentages. To the extent such reallocation results in certain Lenders receiving funds which are applied to Term SOFR Loans prior to the last day of the applicable Interest Period, then the Borrower shall pay to the Agent for the account of the affected Lenders the Breakage Costs for each such Lender (provided that the parties agree to attempt to coordinate the closing of any increase of the Total Revolving Credit Commitment, Total Term Loan A Commitment, Total Term Loan B Commitment or Total Term Loan C Commitment, as applicable, to minimize Breakage Costs that may come due); provided, however, each Lender agrees to apply any amounts received by them pursuant to this §2.11(b) first to the principal of any Base Rate Loans held by such Lender, second to the principal of any Daily Simple SOFR Loans held by such Lender, and then to the principal of Term SOFR Loans held by such Lender.
(c) Upon the effective date of each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Revolving Credit Commitment, Total Term Loan A Commitment, Total Term Loan B Commitment or Total Term Loan C Commitment, as applicable, pursuant to this §2.11 the Agent may unilaterally revise Schedule 1 hereto and the Borrower shall execute and deliver to the Agent new Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes or Term Loan C Notes for each Lender whose Commitment has changed so that the principal amount of such Revolving Credit Lender’s Revolving Credit Note shall equal its Revolving Credit Commitment, such Term Loan A Lender’s Term Loan Note shall equal its Term Loan A Commitment, such Term Loan B Lender’s Term Loan Note shall equal its Term Loan B Commitment and such Term Loan C Lender’s Term Loan Note shall equal its Term Loan C Commitment. The Agent shall deliver such replacement Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes and Term Loan C Notes to the respective Lenders in exchange for the Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes and Term Loan C Notes replaced thereby which shall be made surrendered by such Lenders. Such new Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes and Term Loan C Notes shall provide that they are replacements for the surrendered Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes and Term Loan C Notes, as applicable, and that they do not constitute a novation, shall be dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes or Term Loan C Notes, as applicable. Within five (5) days of issuance of any new Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes or Term Loan C Notes, pursuant to this §2.11(c), the Borrower shall deliver an amount opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes and Term Loan B Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes and Term Loan C Notes shall be canceled and returned to the Borrower.
(d) Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the Revolving Credit Lenders to increase the Total Revolving Credit Commitment, the Agent and the Term Loan A Lenders to increase the Total Term Loan A Commitment, the Agent and the Term Loan B Lenders to increase the Total Term Loan B Commitment or the Agent and the Term Loan C Lenders to increase the Total Term Loan C Commitment, pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which is less than must be satisfied prior to the effectiveness of any increase requested by of the Company if Total Revolving Credit Commitment, Total Term Loan A Commitment, Total Term Loan B Commitment or the Company is unable to arrange forTotal Term Loan C Commitment, or chooses not to arrange for, Augmenting Lenders.as applicable:
Appears in 1 contract
Increase in Total Commitment. (a) The Company may from time Provided that no Default or Event of Default has occurred and is continuing, the Borrower shall have the option to time, request an increase in the Total Commitment to not more than $45,000,000 by written notice to the Administrative Agent, provided that any such increase must become effective within the first twelve (12) months after the Effective Date. Upon receipt of such notice, the Agent shall consult with Arranger and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an Additional Commitment in connection with such increase in the Total Commitment. If the Borrower agrees to pay the facility fees so determined, then the Agent shall send a notice to all Lenders (which shall deliver a copy thereof the "Additional Commitment Request Notice") informing them of the Borrower's request to each Lender), request that increase the Total Commitment and of the facility fees to be increased by paid with respect thereto. Each Lender who desires to provide an amount not to exceed the Incremental Facility Amount at Additional Commitment upon such time. Such notice terms shall set forth provide Agent with a written commitment letter specifying the amount of the Additional Commitment by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arranger shall allocate the Commitment Increase among the Lenders who provide such commitment letters on such basis as the Agent and the Arranger shall determine in their sole discretion. If the Total Additional Commitments so provided are not sufficient to provide the full amount of the Commitment (Increase requested by the Borrower, then the Agent may, but shall not be obligated to, invite one or more Eligible Assignees to become a Lender and provide an Additional Commitment. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the Additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be an integral multiple of $10,000,000) and the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days applicable after the effective date of the Commitment Increase specified therein (the "Commitment Increase Date").
(b) On the Commitment Increase Date the outstanding principal balance of the Loans shall be reallocated among the Lenders such notice), and shall offer that after the Commitment Increase Date the outstanding principal amount of Loans owed to each Lender shall be equal to such Lender's Commitment Percentage (as in effect after the opportunity to increase its Commitment by its Pro Rata Percentage Increase Date) of the proposed increased amountoutstanding principal amount of all Loans. Each Lender shall, by notice On the Commitment Increase Date those Lenders whose Commitment Percentage is increasing shall advance the funds to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Company and funds so advanced shall be distributed among the Lenders whose Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Loans. The funds so advanced shall be Prime Rate Loans until converted to LIBOR Loans which are allocated among all Lenders based on their Commitment Percentages. To the extent such reallocation results in certain Lenders receiving funds which are applied to LIBOR Loans prior to the last day of the applicable Interest Period, then the Borrower shall pay to the Agent for the account of the affected Lenders the LIBOR Prepayment Fee which shall be determined separately for each Augmenting such Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may be made manner set forth in an amount which is less than the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lendersss.
Appears in 1 contract
Samples: Revolving Credit Agreement (Amerivest Properties Inc)
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrowers shall have the option at any time and from time to time, by written notice time before at least three (3) months prior to the Administrative Agent (which shall deliver a copy thereof Maturity Date to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth the amount of the requested increase in the Total Commitment to not more than $250,000,000 (after giving effect to each such increase) by giving written notice to the Agent (an “Additional Commitment Request Notice”; and the amount of such requested increase is the “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $25,000,000. Upon receipt of any Additional Commitment Request Notice, the Agent shall use best efforts to seek one or more banks or lending institutions (which may include the existing Lenders and which other banks or lending institutions shall be reasonably acceptable to Agent, Arrangers and Parent Borrower) to become a Lender and provide an additional Commitment. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be an integral multiple of $10,000,000) and the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days applicable after the effective date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of Increase specified therein (the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its “Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing LenderIncrease Date”). In no event shall any Lender be obligated to provide an additional Commitment.
(b) On any Commitment Increase Date the event that, on outstanding principal balance of the 10th day Loans shall be reallocated among the Lenders such that after the Administrative Agent applicable Commitment Increase Date the outstanding principal amount of Loans owed to each Lender shall have delivered be equal to such Lender’s Commitment Percentage (as in effect after the Company’s notice, applicable Commitment Increase Date) of the outstanding principal amount of all Loans. The participation interests of the Lenders in Letters of Credit shall have agreed pursuant be similarly adjusted. On any Commitment Increase Date those Lenders whose Commitment Percentage is increasing shall advance the funds to the preceding sentence Agent and the funds so advanced shall be distributed among the Lenders whose Commitment Percentage is decreasing as necessary to increase their Commitments by an aggregate amount less than accomplish the required reallocation of the outstanding Loans. The funds so advanced shall be Base Rate Loans.
(c) Upon the effective date of each increase in the Total Commitment pursuant to this §2.11 the Agent may unilaterally revise Schedule 1.1 and the Borrowers shall, if requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal execute and deliver to the unsubscribed amount; provided Agent new Notes for each Lender whose Commitment has changed so that each Augmenting the principal amount of such Lender, if ’s Note shall equal its Commitment. The Agent shall deliver such replacement Notes to the respective Lenders in exchange for the Notes replaced thereby which shall be surrendered by such Lenders and delivered to Borrowers. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not already constitute a Lender hereundernovation, shall be subject dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Notes.
(d) Notwithstanding anything to the approval of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any contrary contained herein, any increase in the Total Commitment may pursuant to this §2.11 shall be made in an amount conditioned upon satisfaction or waiver of the following conditions precedent which is less than must be satisfied or waived prior to the effectiveness of any increase requested by of the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.Total Commitment:
Appears in 1 contract
Samples: Credit Agreement (Bluerock Residential Growth REIT, Inc.)
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to time, by written notice time prior to the Administrative Agent (which shall deliver a copy thereof Maturity Date to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth the amount of the requested increase in the Total Commitment to not more than $400,000,000.00 by giving written notice to the Agent (an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $10,000,000.00 and increments of $5,000,000.00 in excess thereof. Upon receipt of any Increase Notice, the Agent shall consult with KCM and shall notify the Borrower of the amount of the facility fees to be paid to any Lenders who provide an additional Commitment in connection with such increase in addition to the fees to be paid pursuant to the Agreement Regarding Fees. If the Borrower agrees to pay the facility fees so determined, the Agent shall send a notice to all Lenders (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Commitment and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an additional Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional Commitment which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and KCM shall allocate the Commitment Increase among the Lenders who provide such commitment letters on such basis as the Agent and KCM, shall determine in their sole discretion. If the additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then the Agent, KCM, or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to Agent, KCM, and the Borrower) to become a Lender and provide an additional Commitment. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be an integral multiple of $10,000,000) and the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days applicable after the effective date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of Increase specified therein (the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its “Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing LenderIncrease Date”). In no event shall any Lender be obligated to provide an additional Commitment.
(b) On any Commitment Increase Date the event that, on outstanding principal balance of the 10th day Revolving Credit Loans shall be reallocated among the Lenders such that after the Administrative Agent applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Lender shall have delivered be equal to such Lender’s Commitment Percentage (as in effect after the Company’s notice, applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans. The participation interests of the Lenders in Swing Loans and shall have agreed pursuant be similarly adjusted. On any Commitment Increase Date, those Lenders whose Commitment Percentage is increasing shall advance the funds to the preceding sentence Agent and the funds so advanced shall be distributed among the Lenders whose Commitment Percentage is decreasing as necessary to increase accomplish the required reallocation of the outstanding Revolving Credit Loans. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitments by an aggregate amount less than Commitment Percentages.
(c) Upon the effective date of each increase in the Total Commitment requested by the Companypursuant to this §2.11, the Company Agent may arrange for one or more banks or other financial institutions (any unilaterally revise Schedule 1.1 to reflect the name and address, Commitment and Commitment Percentage of each Lender following such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal and the Borrower shall execute and deliver to the unsubscribed amount; provided Agent new Revolving Credit Notes for each Lender whose Commitment has changed so that each Augmenting the principal amount of such Lender, if ’s Revolving Credit Note shall equal its Commitment. The Agent shall deliver such replacement Revolving Credit Note to the respective Lenders in exchange for the Revolving Credit Notes replaced thereby which shall be surrendered by such Lenders. Such new Revolving Credit Notes shall provide that they are replacements for the surrendered Revolving Credit Notes and that they do not already constitute a Lender hereundernovation, shall be subject dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes. In connection with the issuance of any new Revolving Credit Notes pursuant to this §2.11(c), the Borrower shall deliver an opinion of counsel, addressed to the approval Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Revolving Credit Notes shall be canceled and returned to the Borrower.
(d) Notwithstanding anything to the contrary contained herein, the obligation of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may pursuant to this §2.11 shall be made in an amount conditioned upon satisfaction of the following conditions precedent which is less than must be satisfied prior to the effectiveness of any increase requested by of the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.Total Commitment:
Appears in 1 contract
Increase in Total Commitment. (a) The Company may Subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to timetime before the Revolving Credit Maturity Date (as the same may be extended pursuant to §2.12(a) below) or the Term Loan Maturity Date (as the same may be extended pursuant to §2.12(b) below), as applicable, to request an increase in the Total Revolving Credit Commitment and/or the Total Term Loan Credit Commitment by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lenderan “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), request provided that any such individual increase must be in a minimum amount of $10,000,000.00 and increments of $5,000,000.00 in excess thereof, and the Total Commitment be increased by an amount shall not to exceed $125,000,000.00. Upon receipt of any Increase Notice, the Incremental Facility Amount at such time. Such notice Agent shall set forth consult with the Arranger and shall notify the Borrower of the amount of the facility fees to be paid to any Lenders who provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, in connection with such increase in the Revolving Credit Commitment and/or Term Loan Commitment, as applicable, pursuant to the Agreement Regarding Fees. If the Borrower agrees to pay the facility fees so determined (and/or such other fees as may be agreed to by the Borrower and the Agent), the Agent shall send a notice to all Revolving Credit Lenders and/or Term Loan Lenders, as applicable (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Revolving Credit Commitment and/or the Total Term Loan Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Revolving Credit Lender and/or Term Loan Lender, as applicable, who desires to provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, upon such terms shall provide the Agent with a written commitment letter specifying the amount of such additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arranger shall allocate the Commitment Increase among the Revolving Credit Lenders and/or Term Loan Lenders, as applicable, who provide such commitment letters on such US_ACTIVE\121755035\V-6 basis as the Agent and the Arranger, shall determine following consultation with the Borrower. If the additional Revolving Credit Commitments and/or Term Loan Commitments, as applicable, so provided are not sufficient to provide the full amount of the Revolving Credit Commitment Increase and/or the Term Loan Commitment Increase, as applicable, that is requested by the Borrower, then the Agent, the Arranger, or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be reasonably acceptable to the Agent, the Arranger, and the Borrower) to become a Revolving Credit Lender and/or Term Loan Lender, as applicable, and provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable. The Agent shall provide all Revolving Credit Lenders and/or Term Loan Lenders, as applicable, with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, to be provided by each Revolving Credit Lender and/or Term Loan Lender, as applicable, and the revised Revolving Credit Commitment Percentages and/or Term Loan Commitment Percentages, as applicable, which shall be applicable after the effective date of the Revolving Credit Commitment Increase and/or Term Loan Commitment Increase, as applicable, specified therein (each, a “Commitment Increase Date”). In no event shall any Lender be obligated to provide an additional Revolving Credit Commitment and/or Term Loan Commitment.
(b) On any Commitment Increase Date the outstanding principal balance of the Revolving Credit Loans shall be reallocated among the Revolving Credit Lenders such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Revolving Credit Lender shall be equal to such Lender’s Revolving Credit Commitment Percentage (as in effect after the applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans. The participation interests of the Revolving Credit Lenders in Swing Loans and Letters of Credit shall be similarly adjusted. On any Commitment Increase Date, those Revolving Credit Lenders whose Revolving Credit Commitment Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall be distributed among the Revolving Credit Lenders whose Revolving Credit Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans. To the extent such reallocation results in certain Lenders receiving funds which are applied to Term SOFR Loans prior to the last day of the applicable Interest Period, then the Borrower shall pay to the Agent for the account of the affected Lenders the Breakage Costs for each such Lender; provided, however, each Lender agrees to apply any amounts received by them pursuant to this §2.11(b) first to the principal of any Base Rate Loans held by such Lender, second to the principal of any Daily Simple SOFR Loans held by such Lender, and then to the principal of Term SOFR Loans held by such Lender.
(c) Upon the effective date of each increase in the Total Commitment pursuant to this §2.11, (i) the Agent may unilaterally revise Schedule 1.1 to reflect the name and address, Commitment and Commitment Percentage of each Lender following such increase and the Borrower shall execute and deliver to the Agent new Revolving Credit Notes or Term Loan Notes, as applicable, for each Lender whose Commitment has changed so that the principal amount of such Lender’s Revolving Credit Note or Term Loan Note, as applicable, shall equal its Commitment. The Agent shall deliver such replacement Revolving Credit Note and/or Term Loan Note, as applicable, to the respective Lenders in exchange for the Revolving Credit Notes and/or Term Loan Notes replaced thereby which shall be an integral multiple of $10,000,000) and surrendered by such Lenders. Such new Revolving Credit Notes and/or Term Loan Notes, as applicable, shall provide that they are US_ACTIVE\121755035\V-6 replacements for the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days after the date of such notice)surrendered Revolving Credit Notes and/or Term Loan Notes, as applicable, and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given that they do not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or constitute a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereundernovation, shall be subject dated as of the applicable Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes or Term Loan Notes, as applicable. In connection with the issuance of any new Revolving Credit Notes and/or Term Loan Notes, as applicable, pursuant to this §2.11(c), the Borrower shall deliver an opinion of counsel, addressed to the approval Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and/or Term Loan Notes, as applicable, and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Revolving Credit Notes and/or Term Loan Notes, as applicable, shall be canceled and returned to the Borrower.
(d) Notwithstanding anything to the contrary contained herein, the obligation of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Revolving Credit Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Revolving Credit Commitment, and/or the Agent and the Term Loan Lenders to increase the Total Term Loan Commitment, as applicable, pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total Revolving Credit Commitment may be made in an amount which is less than or the increase requested by the Company if the Company is unable to arrange forTotal Term Loan Commitment, or chooses not to arrange for, Augmenting Lenders.as applicable:
Appears in 1 contract
Samples: Credit Agreement (GTJ Reit, Inc.)
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to time, time to request an increase in the Total Commitment to not more than $100,000,000 by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth “Increase Notice”; and the amount of such requested increase is the requested “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $10,000,000. Upon receipt of any Increase Notice, the Agent shall consult with Arrangers and shall notify the Borrower of the amount of facility fees to be paid to any Revolving Credit Lenders who provide an additional Revolving Credit Commitment in connection with such increase in the Total Commitment (which shall be in addition to the fees to be paid to Agent or Arrangers pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined, then the Agent shall send a notice to all Revolving Credit Lenders (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Commitment and of the facility fees to be paid with respect thereto. Each Revolving Credit Lender who desires to provide an integral multiple additional Revolving Credit Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of $10,000,000) the additional Revolving Credit Commitment by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the date Arrangers shall allocate the Commitment Increase among the Revolving Credit Lenders who provide such commitment letters on which such increase is basis mutually acceptable to the Borrower, Agent and Arrangers. If the additional Revolving Credit Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested to become effective (which by the Borrower, then the Agent, Arrangers or Borrower may, but shall not be less than 10 Business Days obligated to, invite, and the Agent, in consultation with the Borrower, will use its reasonable efforts to arrange for, one or more than 60 days banks or lending institutions (which banks or lending institutions shall be reasonably acceptable to Agent, Arrangers and Borrower) to become a Revolving Credit Lender and provide an additional Revolving Credit Commitment. The Agent shall provide all Revolving Credit Lenders with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment to be provided by each Revolving Credit Lender and the revised Revolving Credit Commitment Percentages which shall be applicable after the effective date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of Increase specified therein (the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its “Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing LenderIncrease Date”). In no event shall any Revolving Credit Lender be obligated to provide an additional Revolving Credit Commitment.
(b) On any Commitment Increase Date the event that, on outstanding principal balance of the 10th day Revolving Credit Loans shall be reallocated among the Revolving Credit Lenders such that after the Administrative Agent applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Revolving Credit Lender shall have delivered be equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage (as in effect after the Company’s notice, applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans. The participation interests of the Revolving Credit Lenders in Swing Loans and Letters of Credit shall have agreed pursuant be similarly adjusted. On any Commitment Increase Date those Revolving Credit Lenders whose Revolving Credit Commitment Percentage is increasing shall advance the funds to the preceding sentence Agent and the funds so advanced shall be distributed among the Revolving Credit Lenders whose Revolving Credit Commitment Percentage is decreasing as necessary to increase accomplish the required reallocation of the outstanding Revolving Credit Loans. The funds so advanced shall be Revolving Credit Base Rate Loans until converted to Revolving Credit LIBOR Rate Loans which are allocated among all Revolving Credit Lenders based on their Commitments by an aggregate amount less than Revolving Credit Commitment Percentages.
(c) Upon the effective date of each increase in the Total Commitment pursuant to this §2.11 the Agent may unilaterally revise Schedule 1.1 and the Borrower shall, if requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal execute and deliver to the unsubscribed amount; provided Agent new Revolving Credit Notes for each Revolving Credit Lender whose Revolving Credit Commitment has changed so that each Augmenting the principal amount of such Revolving Credit Lender, if ’s Revolving Credit Note shall equal its Revolving Credit Commitment. The Agent shall deliver such replacement Revolving Credit Notes to the respective Revolving Credit Lenders in exchange for the Revolving Credit Notes replaced thereby which shall be surrendered by such Revolving Credit Lenders. Such new Revolving Credit Notes shall provide that they are replacements for the surrendered Revolving Credit Notes and that they do not already constitute a Lender hereundernovation, shall be subject dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes.
(d) Notwithstanding anything to the approval contrary contained herein, the obligation of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Revolving Credit Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may pursuant to this §2.11 shall be made in an amount conditioned upon satisfaction or waiver of the following conditions precedent which is less than must be satisfied or waived prior to the effectiveness of any increase requested by of the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.Total Commitment:
Appears in 1 contract
Samples: Credit Agreement (Wheeler Real Estate Investment Trust, Inc.)
Increase in Total Commitment. (a) The Company may from time to timeProvided no Default or Event of Default then exists, by upon written notice to the Administrative Agent (which shall deliver a copy thereof to each Lenderpromptly notify the Revolving Credit Lenders in writing), the Borrowers may request that one or more increases in the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at US $75,000,000.00; provided that any such time. Such notice request for an increase shall set forth the be in a minimum amount of US $25,000,000.00. At the time of sending such notice, the Borrowers (in consultation with the Agent) shall specify the time period within which each Revolving Credit Lender is requested increase in the Total Commitment to respond (which shall be an integral multiple of $10,000,000) and the date on which such increase is requested to become effective (which shall not in no event be less than 10 ten (10) Business Days or more than 60 days after from the date of delivery of such noticenotice to the Revolving Credit Lenders), and . Each Revolving Credit Lender shall offer to each Lender notify the opportunity Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Applicable Commitment Percentage of the proposed increased amountsuch requested increase. Each Any Revolving Credit Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice responding within such time period of 10 days shall be deemed to have declined to increase its Commitment. The Agent shall promptly notify the Borrowers and each Revolving Credit Lender of such Revolving Credit Lenders' responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrowers may also invite additional Eligible Assignees to become Revolving Credit Lenders, which consent shall not be unreasonably withheld by the Agent, pursuant to a joinder agreement in form and substance satisfactory to the Agent and its counsel.
(b) If the Total Commitment is increased in accordance with this Section 1.03, the Borrowers, in consultation with the Agent, shall determine the effective date (the "Increase Effective Date") and the final allocation of such increase. The Agent shall promptly notify the Borrowers and the Revolving Credit Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrowers shall deliver to the Agent a certificate of each Lender so declining Borrower and each Guarantor, dated as of the Increase Effective Date (with sufficient originals for each Revolving Credit Lender), signed by at least two (2) Authorized Representatives (i) certifying and attaching the resolutions adopted by such Borrower or being Guarantor, as applicable, approving or consenting to such increase, and (ii) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in this Agreement and in the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 1.03, the representations and warranties in this Agreement which make reference to financial statements shall be deemed to have declined being a “Non-Increasing Lender”). In refer to the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed most recent statements furnished pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase terms hereof, and (B) no Default or Event of Default then exists.
(c) This Section 1.03 shall supersede any provisions in the Total Commitment requested by the Company, the Company may arrange for one Sections 2.06 or more banks or other financial institutions (any such bank or other financial institution referred to in 12.06 of this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal Agreement to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may be made in an amount which is less than the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenderscontrary.
Appears in 1 contract
Samples: Credit Agreement (Technitrol Inc)
Increase in Total Commitment. (a) The Company may So long as the Incremental Loan Commitment Requirements are satisfied, the Borrower shall have the right at any time, and from time to time, by written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that an increase of the Total Commitment be increased by to an amount not to exceed $425,000,000. Any such requested increase shall be first proposed in writing to all existing Lenders on a pro rata basis. In the Incremental Facility Amount at such time. Such notice shall set forth event that any existing Lender does not notify the amount Administrative Agent within twenty-one (21) Business Days from the receipt of the requested increase in that the Total Commitment (which shall be an integral multiple of $10,000,000) and the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days after the date of such notice), and shall offer to each existing Lender the opportunity to will increase its Commitment by its Pro Rata Percentage and of the proposed increased amount. Each amount of its increase, the existing Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined the requested increase of its Commitment. To the extent that one or more existing Lenders decline to increase its Commitment) (each Lender so declining their respective Commitments, or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence decline to increase their Commitments to the amount requested by the Borrower, the Arranger may arrange for other Persons to become Lenders hereunder and to issue commitments in an aggregate amount less than equal to the amount of the increase in the Total Commitment requested by the CompanyBorrower and not accepted by the existing Lenders (each such increase by either a Lender or another Person, the Company may arrange for one a “Commitment Increase,” and each such Person issuing, or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called Lender increasing, its Commitment, an “Augmenting Additional Commitment Lender”); provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Borrower, and (ii) any Additional Commitment Lender which may include any Lender, to extend Commitments or increase their is not an existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent Agent, the Issuing Bank, and the Company Swingline Lender (which approval shall not be unreasonably withheld), and (iii) nothing contained herein shall constitute the unconditional obligation of the Arranger to provide or obtain commitments for such requested Commitment Increase, as the Arranger only is agreeing hereby to use its best efforts to arrange for Additional Commitment Lenders. Each Commitment Increase shall be in a minimum aggregate amount of at least $10,000,000 and in integral multiples of $10,000,000 in excess thereof.
(b) No Commitment Increase shall become effective unless and until each Augmenting of the following conditions have been satisfied:
(i) the Borrower, the Administrative Agent, and any Additional Commitment Lender shall execute all have executed and delivered a joinder to the Loan Documents in such documentation form as the Administrative Agent may reasonably require;
(ii) the Incremental Loan Commitment Requirements shall specify have been satisfied;
(iii) the Borrower shall have paid such fees and other compensation to evidence its the Additional Commitment Lenders as the Borrower and each such Additional Commitment Lenders may agree;
(iv) the Borrower shall have paid such arrangement fees to the Administrative Agent and/or its status the Arranger as the Borrower and such Persons may agree;
(v) the Borrower shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date of effectiveness;
(vi) to the extent requested by any Additional Commitment Lender, a Note will be issued at the Borrower’s expense, to each such Additional Commitment Lender, in conformity with requirements of Section 2.09 hereof (with appropriate modification to the extent necessary to reflect the new Commitment of such Additional Commitment Lender); and
(vii) the Borrower and the Additional Commitment Lenders shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested.
(c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Commitment Increase (with each date of such effectiveness being referred to herein as a Lender “Commitment Increase Date”), and at such time (i) the Total Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, (ii) Schedule 1.1 shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders, and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased Total Commitment (including, without limitation, Section 2.01(a)(i)).
(d) In connection with Commitment Increases hereunder. Any , the Lenders and the Borrower agree that, notwithstanding anything to the contrary in this Agreement, (i) the Borrower shall, in coordination with the Administrative Agent, (x) repay outstanding Loans of certain Lenders, and obtain Loans from certain other Lenders (including the Additional Commitment Lenders), but in no event in excess of each such Lender’s Commitment, or (y) take such other actions as reasonably may be required by the Administrative Agent, in each case to the extent necessary so that all of the Lenders have advanced Loans in an amount equal to their Commitment Percentages (determined after giving effect to any increase in the Total Commitment may be made pursuant to this Section 2.02) of the Loans (other than Swingline Loans), and (ii) the Borrower shall pay to the Lenders any costs of the type referred to in an amount which is less than the increase requested by the Company if the Company is unable Section 2.20 in connection with any repayment and/or Loans required pursuant to arrange for, or chooses not to arrange for, Augmenting Lenderspreceding clause (i).
Appears in 1 contract
Samples: Credit Agreement (Petsmart Inc)
Increase in Total Commitment. (a) The Company may So long as no Default or Event of Default shall have occurred and be continuing, Borrower shall have the right from time to timetime within twenty-four months from the Closing Date, by upon not less than ten (10) days prior written notice to the Administrative Agent (which shall deliver a copy thereof Agent, to each Lender), request that increase the Total Commitment be increased to an amount up to but not exceeding $600,000,000, by the addition of one or more new Lenders hereunder and/or by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth the amount increase in any one or more of the requested then existing Lender’s Commitments hereunder (as identified by the Joint Bookrunners, or either one of them, and approved by Borrower and Administrative Agent) (provided that in no event shall any Lender be obligated at any time to increase its Commitment, nor shall any Lender be entitled to an increase in its Commitment, in connection with any increase in the Total Commitment under this Section 2.1(b), any such increase to be allocated to existing or new Lenders in such amounts as Borrower and Joint Bookrunners determine in their sole and absolute discretion with the concurrence only of Administrative Agent); subject to and upon the following terms and conditions:
(which 1) No Event of Default shall have occurred and be continuing, and no Default shall be in existence at the time Borrower elects to increase the Total Commitment as provided herein or on the effective date of such increase.
(2) Any new Lender pursuant to this Section 2.1(b) shall be an integral multiple Eligible Assignee and shall be subject to the consent of $10,000,000) and the date on Administrative Agent, which such increase is requested to become effective (which consent shall not be less than 10 Business Days or more than 60 days after unreasonably withheld.
(3) This Agreement will be amended to reflect the addition of any new Lender hereunder, and Administrative Agent will deliver an updated Schedule I to Borrower and each of the Lenders, reflecting the revised Total Commitment and the Commitment and Commitment Percentage of each of the Lenders (including any new Lender(s)) upon such increase.
(4) The outstanding Advances under the Notes will be reallocated on the effective date of such noticeincrease among the Lenders in accordance with their revised Commitment Percentages (and Borrower shall pay any and all costs required pursuant to Section 3.6(b) in connection with such reallocation as if such reallocation were a prepayment) (provided, that, any such reallocation shall be applied to the extent possible to avoid any Consequential Loss), and shall offer Borrower will deliver a Note to each new Lender in the opportunity to increase amount of its Commitment by and, if applicable, to any existing Lender in the amount of its Pro Rata Percentage increased Commitment, and Borrower shall deliver new Competitive Bid Notes to all Lenders, each in the principal face amount equal to 50% of the proposed increased amount. Each Lender shall, by notice to the Company Total Commitment as increased.
(5) From and the Administrative Agent given not more than 10 days after the effective date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred pursuant to in this clause (a) being called an “Augmenting Lender”Section 2.1(b), which may include any Lender, all references herein to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may and, to the extent applicable, the Commitments and Commitment Percentages of each Lender, shall mean such amounts as increased or adjusted hereunder.
(6) Borrower shall pay to Administrative Agent for the account of the applicable Lenders any Commitment Fees to be made paid in an amount which is less than the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lendersconnection with any such increase.
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Increase in Total Commitment. (a) The If no Default or Event of Default shall have occurred and be continuing, the Company may from at any time to time, by written notice prior to the Administrative Agent (which shall deliver a copy thereof to each Lender), Termination Date request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth the amount of the requested increase in the Total Commitment by giving notice to the Agent of the amount of such proposed increase (which such notice, a “Commitment Increase Notice”); provided, that, (i) the Commitment of any Lender may not be increased without such Lender’s consent, and (ii) the aggregate amount of the Total Commitment as so increased shall not exceed $150,000,000. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that does not notify the Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable.
(b) If any proposed increase in the Total Commitment is not fully subscribed by the existing Lenders pursuant to the procedure outlined in clause (a) preceding, the Agent may, in its sole discretion, but with the consent of the Company as to any Person that is not at such time a Lender, offer to any existing Lender or to one or more commercial banks, commercial finance companies or other financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Total Commitment; provided, that the Commitment of any new Lender shall not be less than $5,000,000 and shall be in an integral multiple of $10,000,0001,000,000.
(c) and the date on which such increase Any existing Lender that is requested to become effective (which shall not be less than 10 Business Days or more than 60 days after the date of such notice), and shall offer to each Lender the opportunity willing to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to shall execute a Commitment Increase Agreement with the Company and Agent, whereupon such Lender shall be bound by, and entitled to the Administrative Agent given not more than 10 days after benefits of, this Financing Agreement with respect the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase full amount of its Commitment by all as so increased.
(d) Any commercial bank, commercial finance company or other financial institution which is not an existing Lender and which is willing to participate in the increased Total Commitment shall execute and deliver to the Agent and the Company a portion Commitment Increase Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of the offered amount such Commitment Increase Agreement such commercial bank, commercial finance company or other financial institution (each Lender so agreeing being an a “Increasing New Lender”) or decline shall become a Lender for all purposes and to increase its Commitment (the same extent as if originally a party hereto and any Lender that does not deliver such notice within such period shall be bound by and entitled to the benefits of 10 days this Agreement, and the signature pages hereof shall be deemed to have declined be amended to increase its Commitmentadd the name of such New Lender.
(e) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the The initial increase in the Total Commitment requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval satisfaction of each of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunderconditions precedent set forth in Section 2.2. Any Upon any increase in the Total Commitment may pursuant to this Section 3.8, Schedule 3 shall be made in an amount which is less than deemed amended to reflect the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting LendersCommitment of each Lender (including any New Lender) as thereby increased.
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Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to timetime to request an increase in the Total Revolving Credit Commitment and/or the Total Term Loan Commitment, each in increments of $10,000,000.00 by written notice an aggregate amount of increases to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that Total Revolving Credit Commitment and the Total Term Loan Commitment be increased by an amount not of up to exceed the Incremental Facility Amount at such time. Such notice shall set forth $200,000,000.00 (the amount of the requested increase to be set forth in the Increase Notice) (which, assuming no previous reduction in the Revolving Credit Commitments or the Term Loan Commitments, would result in a maximum Total Commitment of $850,000,000.00), written notice to the Agent (an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”). The execution and delivery of the Increase Notice by the Borrower shall constitute a representation and warranty by the Borrower that all the conditions set forth in this §2.11 shall have been satisfied on the date of such Increase Notice. The Commitment Increase may be allocated (1) to the then existing Revolving Credit Commitments, (2) as a new revolving tranche having the same terms as the then existing Revolving Credit Commitments, (3) to the then existing Term Loan Commitments having the same terms as the existing Term Loan Commitments, or (4) any combination thereof satisfactory to Agent and existing or additional Revolving Credit Lenders or Term Loan Lenders, as applicable, providing such additional Revolving Credit Commitments or Term Loan Commitments, as applicable.
(b) Upon receipt of any Increase Notice, the Agent shall consult with Arranger and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an additional Revolving Credit Commitment or Term Loan Commitment, as applicable, in connection with such increase in the Total Revolving Credit Commitment or Total Term Loan Commitment, as applicable (which shall be in addition to the fees to be paid to Agent or Arranger pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined, then the Agent shall send a notice to all Revolving Credit Lenders or Term Loan Lenders, as applicable, (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Revolving Credit Commitment or Total Term Loan Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an integral multiple additional Revolving Credit Commitment or Term Loan Commitment, as applicable, upon such terms shall provide Agent with a written commitment letter specifying the amount of $10,000,000) the additional Revolving Credit Commitment or Term Loan Commitment, as applicable, which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the date Arranger shall allocate the Commitment Increase among the Revolving Credit Lenders or Term Loan Lenders, as applicable, who provide such commitment letters on which such increase is basis as the Agent and the Arranger shall determine after consultation with the Borrower. If the additional Revolving Credit Commitments or Term Loan Commitments, as applicable, so provided are not sufficient to provide the full amount of the Commitment Increase requested to become effective (which by the Borrower, then the Agent, Arranger or the Borrower may, but shall not be less than 10 Business Days or more than 60 days after the date of such notice)obligated to, and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for invite one or more banks or other financial lending institutions (any such bank which banks or other financial institution referred lending institutions shall be acceptable to in this clause Agent, Arranger and the Borrower) to become a Revolving Credit Lender or Term Loan Lender and provide an additional Revolving Credit Commitment or Term Loan Commitment, as applicable. The Agent shall provide all Revolving Credit Lenders or Term Loan Lenders, as applicable, with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment or Term Loan Commitment, to be provided by each Revolving Credit Lender or Term Loan Lender, as applicable, and the revised Revolving Credit Commitment Percentages or Term Loan Commitment Percentages, as applicable, which shall be applicable after the effective date of the Commitment Increase specified therein (a) being called an the “Augmenting LenderIncrease Date”). In no event shall any Lender be obligated to provide an additional Revolving Credit Commitment or Term Loan Commitment.
(c) On any Increase Date the outstanding principal balance of the Revolving Credit Loans or Term Loans, which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunderas applicable, shall be subject reallocated among the Revolving Credit Lenders or Term Loan Lenders, as applicable, such that after the applicable Increase Date the outstanding principal amount of Revolving Credit Loans or Term Loans owed to each Lender shall be equal to such Lender’s Revolving Credit Commitment Percentage or Term Loan Commitment Percentage (as in effect after the approval applicable Increase Date) of the Administrative Agent and the Company and each Augmenting Lender shall execute outstanding principal amount of all such documentation Revolving Credit Loans or Term Loans, as the Administrative Agent shall specify applicable. On any Increase Date with respect to evidence its Commitment and/or its status as a Lender hereunder. Any an increase in the Total Revolving Credit Commitment, the Swing Loan Commitment shall increase proportionately (rounded to the next lowest integral multiple of $100,000). The participation interests of the Revolving Credit Lenders in Swing Loans and Letters of Credit shall be similarly adjusted. On any Increase Date those Revolving Credit Lenders or Term Loan Lenders whose Revolving Credit Commitment Percentage or Term Loan Commitment Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall be distributed among the Revolving Credit Lenders or Term Loan Lenders, as applicable, whose Revolving Credit Commitment Percentage or Term Loan Commitment Percentage, as applicable, is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans or Term Loans, as applicable. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitment Percentages. The Borrower further agrees to pay the Breakage Costs, if any, resulting from any Commitment Increase.
(d) Upon the effective date of each increase in the Total Revolving Credit Commitment or Total Term Loan Commitment pursuant to this §2.11, the Agent may unilaterally revise Schedule 1.1 and the Borrower shall execute and deliver to the Agent new Revolving Credit Notes, Term Loan Notes and a Swing Loan Note for each Lender whose Commitment has changed and for the Swing Loan Lender so that the principal amount of such Revolving Credit Lender’s Revolving Credit Note shall equal its Revolving Credit Commitment, such Term Loan Lender’s Term Loan Note shall equal its Term Loan Commitment and the Swing Loan Lender’s Swing Loan Note shall equal its Swing Loan Commitment. The Agent shall deliver such replacement Revolving Credit Notes, Term Loan Notes and Swing Loan Note to the respective Lenders in exchange for the Revolving Credit Notes, Term Loan Notes and Swing Loan Note replaced thereby which shall be made surrendered by such Lenders. Such new Revolving Credit Notes, Term Loan Notes and Swing Loan Note shall provide that they are replacements for the surrendered Revolving Credit Notes, Term Loan Notes or Swing Loan Note, as applicable, and that they do not constitute a novation, shall be dated as of the Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes, Term Loan Notes or Swing Loan Note, as applicable. In connection therewith, the Borrower shall deliver an amount opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes, Term Loan Notes and Swing Loan Note and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Revolving Credit Notes, Term Loan Notes and Swing Loan Note shall be canceled and returned to the Borrower.
(e) Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the Revolving Credit Lenders to increase the Total Revolving Credit Commitment or the Agent and the Term Loan Lenders to increase the Total Term Loan Commitment, as applicable, pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which is less than must be satisfied prior to the effectiveness of any increase requested by of the Company if Total Revolving Credit Commitment or the Company is unable to arrange forTotal Term Loan Commitment, or chooses not to arrange for, Augmenting Lenders.as applicable:
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Increase in Total Commitment. (a) The Company may So long as the Incremental Loan Commitment Requirements are satisfied, the Borrower shall have the right at any time, and from time to time, by written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that an increase of the Total Commitment be increased by Commitments to an amount not to exceed $275,000,000. Any such requested increase shall be first made in writing to all existing Lenders on a pro rata basis. In the Incremental Facility Amount at such time. Such notice shall set forth event that any existing Lender does not notify the amount Administrative Agent within twenty-one (21) Business Days from the receipt of the requested increase in that the Total Commitment (which shall be an integral multiple of $10,000,000) and the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days after the date of such notice), and shall offer to each existing Lender the opportunity to will increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after amount of its increase, the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each existing Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined the requested increase of its Commitment. To the extent that one or more existing Lenders decline to increase its Commitment) (each Lender so declining their respective Commitments, or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence decline to increase their Commitments to the amount requested by the Borrower, the Arranger may arrange for other Persons to become Lenders hereunder and to issue commitments in an aggregate amount less than equal to the amount of the increase in the Total Commitment Commitments requested by the CompanyBorrower and not accepted by the existing Lenders (each such increase by either means, the Company may arrange for one a "Commitment Increase," and each such Person issuing, or more banks or other financial institutions Lender increasing, its Commitment, an "Additional Commitment Lender"); provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such bank or other financial institution referred to in this clause request by the Borrower, and (aii) being called any Additional Commitment Lender which is not an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent Agent, the Issuing Bank, and the Company Swingline Lender (which approval shall not be unreasonably withheld), and (iii) nothing contained herein shall constitute the unconditional obligation of the Arranger to provide or obtain commitments for such Commitment Increase, as the Arranger only is agreeing hereby to use its best efforts to arrange for Additional Commitment Lenders. Each Commitment Increase shall be in a minimum aggregate amount of at least $10,000,000 and in integral multiples of $10,000,000 in excess thereof. No Commitment Increase shall become effective unless and until each Augmenting of the following conditions have been satisfied: the Borrower, the Administrative Agent, and any Additional Commitment Lender shall execute all have executed and delivered a joinder to the Loan Documents in such documentation form as the Administrative Agent may reasonably require; the Incremental Loan Commitment Requirements shall specify have been satisfied; the Borrower shall have paid such fees and other compensation to evidence its the Additional Commitment Lenders as the Borrower and each such Additional Commitment Lenders may agree; the Borrower shall have paid such arrangement fees to the Administrative Agent and/or its status the Arranger as the Borrower and such Persons may agree; the Borrower shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date; to the extent requested by any Additional Commitment Lender, a Note will be issued at the Borrower's expense, to each such Additional Commitment Lender, to be in conformity with requirements of Section 2.09 hereof (with appropriate modification) to the extent necessary to reflect the new Commitment of such Additional Commitment Lender; and the Borrower and the Additional Commitment Lenders shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Commitment Increase (with each date of such effectiveness being referred to herein as a Lender "Commitment Increase Date"), and at such time (i) the Total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, (ii) Schedule 1.1 shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders, and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased Total Commitments (including, without limitation, Section 2.01(a)(i)). In connection with Commitment Increases hereunder. Any , the Lenders and the Borrower agree that, notwithstanding anything to the contrary in this Agreement, (i) the Borrower shall, in coordination with the Administrative Agent, (x) repay outstanding Loans of certain Lenders, and obtain Loans from certain other Lenders (including the Additional Commitment Lenders), but in no event in excess of each such Lender's Commitment, or (y) take such other actions as reasonably may be required by the Administrative Agent, in each case to the extent necessary so that all of the Lenders effectively participate in each of the outstanding Loans pro rata on the basis of their Commitment Percentages (determined after giving effect to any increase in the Total Commitment may be made pursuant to this Section 2.02), and (ii) the Borrower shall pay to the Lenders any costs of the type referred to in an amount which is less than the increase requested by the Company if the Company is unable Section 2.21 in connection with any repayment and/or Loans required pursuant to arrange for, or chooses not to arrange for, Augmenting Lenderspreceding clause (i).
Appears in 1 contract
Samples: Credit Agreement (Stage Stores Inc)
Increase in Total Commitment. (a) The Company may So long as no Default or Event of Default shall have occurred and be continuing, Borrower shall have the right from time to timetime within twenty-four months from the Closing Date, by upon not less than ten (10) days prior written notice to the Administrative Agent (which shall deliver a copy thereof Agent, to each Lender), request that increase the Total Commitment be increased to an amount up to but not exceeding $750,000,000, by the addition of one or more new Lenders hereunder and/or by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth the amount increase in any one or more of the requested then existing Lender's Commitments hereunder (as identified by the Joint Bookrunners, or either one of them, and approved by Borrower and Administrative Agent) (provided that in no event shall any Lender be obligated at any time to increase its Commitment, nor shall any Lender be entitled to an increase in its Commitment, in connection with any increase in the Total Commitment under this Section 2.1(b), any such increase to be allocated to existing or new Lenders in such amounts as Borrower and Joint Bookrunners determine in their sole and absolute discretion with the concurrence only of Administrative Agent); subject to and upon the following terms and conditions:
(which 1) No Event of Default shall have occurred and be continuing, and no Default shall be in existence at the time Borrower elects to increase the Total Commitment as provided herein or on the effective date of such increase.
(2) Any new Lender pursuant to this Section 2.1(b) shall be an integral multiple Eligible Assignee and shall be subject to the consent of $10,000,000) and the date on Administrative Agent, which such increase is requested to become effective (which consent shall not be less than 10 Business Days or more than 60 days after unreasonably withheld.
(3) This Agreement will be amended to reflect the addition of any new Lender hereunder, and Administrative Agent will deliver an updated Schedule I to Borrower and each of the Lenders, reflecting the revised Total Commitment and the Commitment and Commitment Percentage of each of the Lenders (including any new Lender(s)) upon such increase.
(4) The outstanding Advances under the Notes will be reallocated on the effective date of such noticeincrease among the Lenders in accordance with their revised Commitment Percentages (and Borrower shall pay any and all costs required pursuant to Section 3.6(b) in connection with such reallocation as if such reallocation were a prepayment) (provided, that, any such reallocation shall be applied to the extent possible to avoid any Consequential Loss), and shall offer Borrower will deliver a Note to each new Lender in the opportunity to increase amount of its Commitment by and, if applicable, to any existing Lender in the amount of its Pro Rata Percentage increased Commitment, and Borrower shall deliver new Competitive Bid Notes to all Lenders, each in the principal face amount equal to 50% of the proposed increased amount. Each Lender shall, by notice to the Company Total Commitment as increased.
(5) From and the Administrative Agent given not more than 10 days after the effective date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred pursuant to in this clause (a) being called an “Augmenting Lender”Section 2.1(b), which may include any Lender, all references herein to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may and, to the extent applicable, the Commitments and Commitment Percentages of each Lender, shall mean such amounts as increased or adjusted hereunder.
(6) Borrower shall pay to Administrative Agent for the account of the applicable Lenders any Commitment Fees to be made paid in an amount which is less than the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lendersconnection with any such increase.
Appears in 1 contract
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrowers shall have the option at any time and from time to time, by written notice time before the date that is thirty (30) days prior to the Administrative Agent Revolving Credit Maturity Date (which shall deliver a copy thereof or the extended Revolving Credit Maturity Date, as applicable, if the Borrowers exercise their extension option pursuant to each Lender), §2.12) to request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth the amount of the requested increase in the Total Commitment to an amount not greater than Six Hundred Million Dollars ($600,000,000.00) by giving written notice to Agent (an “Increase Notice”; and the amount of such requested increase is a “Commitment Increase”); provided that any such individual Commitment Increase must be in a minimum amount of $25,000,000.00; provided further that the Borrower will have the right (to be exercised only one time during the term of the Facility) to designate a Commitment Increase as an Incremental Term Loan Facility in accordance with §2.13, in which case the provisions of §2.13 shall apply to such Commitment Increase. The principal amount of such Incremental Term Loan Facility shall be part of, and not in addition to, the Total Commitment (with any such Incremental Term Loan Facility resulting in a corresponding reduction in the future Commitment Increases available under this §2.11). Agent shall send a notice to all Lenders (the “Additional Commitment Request Notice”) informing them of the Borrowers’ request to increase the Total Commitment. Each Lender who desires to provide an integral multiple additional Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of $10,000,000) and the date on additional Commitment by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then Agent and Arrangers shall allocate the Commitment Increase among such Lenders who provide such commitment letters on such basis mutually acceptable to each of the Borrowers, Agent and Arrangers. If the additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested to become effective (which by the Borrowers, then Agent, Arrangers or the Borrowers may, but shall not be less than 10 Business Days obligated to, invite, and Agent, in consultation with Parent Borrower, will use its reasonable efforts to arrange for, one or more than 60 days after the date of such notice)banks or lending institutions (which banks or lending institutions shall be reasonably acceptable to Agent, Arrangers and shall offer Parent Borrower) to each become a Lender the opportunity to increase its and provide an additional Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being such Lender, an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Acceding Lender”). In Agent shall promptly provide all Lenders and Acceding Lenders with a notice setting forth the event thatamount, on if any, of the 10th day additional Commitment to be provided by each Lender and Acceding Lender and the revised Commitment Percentages (as well as the revised Maximum Facility Amount and the revised amount of the Letter of Credit Commitment and the Swing Loan Commitment, respectively) which shall be applicable after the Administrative Agent effective date of the Commitment Increase specified therein (the “Commitment Increase Date”). In no event shall have delivered any Lender be obligated to provide an additional Commitment.
(b) On any Commitment Increase Date the Company’s notice, Outstanding principal balance of the applicable Loans shall be reallocated among the Lenders (including any Acceding Lenders) such that after the applicable Commitment Increase Date the Outstanding principal amount of Loans owed to each Lender shall have agreed pursuant be equal to such Lender’s Commitment Percentage (as in effect after the preceding sentence applicable Commitment Increase Date) of the Outstanding principal amount of all applicable Loans. The participation interests of the Revolving Credit Lenders in Swing Loans and Letters of Credit shall be similarly adjusted as applicable. On any Commitment Increase Date each Lender whose Commitment Percentage is increasing shall advance the funds to increase Agent and the funds so advanced shall be distributed among the Lenders whose Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the Outstanding Loans. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitments applicable Commitment Percentages, after giving effect to any Commitment Increase, as reasonably determined by an aggregate amount less than Agent.
(c) Upon the effective date of each increase in the Total Commitment pursuant to this §2.11, each Acceding Lender shall become a Lender party to this Agreement as of such date and shall execute an accession agreement in form and substance reasonably satisfactory to Parent Borrower and Agent (each, an “Accession Agreement”) Agent may unilaterally revise Schedule 1.1-A hereto and the Borrowers shall, if requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, execute and deliver to extend Commitments Agent new Notes for each Lender whose Commitment has changed so that the principal amount of such Lender’s applicable Notes shall equal its Commitment. Agent shall deliver such replacement Notes (or increase their existing Commitments new Notes, in an aggregate amount equal the case of Acceding Lenders) to the unsubscribed amount; provided respective Lenders in exchange for the Notes replaced thereby (if applicable) which shall be surrendered by such Lenders. Such new Notes shall (if applicable) provide that each Augmenting Lender, they are replacements for the surrendered Notes and (if applicable) that they do not already constitute a Lender hereundernovation, shall be subject dated as of the Commitment Increase Date and shall otherwise be in substantially the form of Exhibit A hereto.
(d) Notwithstanding anything to the approval contrary contained herein, any obligation of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may pursuant to this §2.11 shall be made in an amount conditioned upon satisfaction or waiver of the following conditions precedent which is less than must be satisfied or waived prior to the effectiveness of any increase requested by of the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.Total Commitment:
Appears in 1 contract
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Parent Borrower shall have the option at any time and from time to time, time before the date that is thirty (30) days prior to the Revolving Credit Maturity Date (or the extended maturity date if Parent Borrower exercises its extension option pursuant to §2.12) to request an increase in the Total Commitment to not more than ONE BILLION TWO HUNDRED MILLION DOLLARS ($1,200,000,000) by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth “Increase Notice”; and the amount of such requested increase is the requested “Commitment Increase”), with such Commitment Increase being allocated to the Revolving Credit Facility and/or the Term Loan Facility and/or the Term Loan II Facility and/or the Term Loan III Facility in such fashion as the Parent Borrower may designate; provided that any such individual increase must be in a minimum amount of $25,000,000 and incremental amounts of $5,000,000 in excess thereof. Upon receipt of any Increase Notice, the Agent shall consult with Arrangers and shall notify the Parent Borrower of the amount of facility fees to be paid to any Lenders who provide an additional Commitment in connection with such increase in the Total Commitment (which shall be in addition to the fees to be paid to Agent or Arrangers pursuant to the Agreement Regarding Fees). If the Parent Borrower agrees to pay the facility fees so determined, then the Agent shall send a notice to all Lenders (the “Additional Commitment Request Notice”) informing them of the Parent Borrower’s request to increase the Total Commitment, the applicable Facility to be increased, and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an integral multiple additional Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of $10,000,000) the additional Commitment by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the date Arrangers shall allocate the Commitment Increase among the Lenders who provide such commitment letters on which such increase is basis mutually acceptable to each of the Parent Borrower, Agent and Arrangers. If the additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested to become effective (which by the Parent Borrower, then the Agent, Arrangers or Parent Borrower may, but shall not be less than 10 Business Days obligated to, invite one or more than 60 days banks or lending institutions (which banks or lending institutions shall be reasonably acceptable to Agent, Arrangers and Parent Borrower) to become a Lender and provide an additional Commitment. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be applicable after the effective date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of Increase specified therein (the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its “Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing LenderIncrease Date”). In no event shall any Lender be obligated to provide an additional Commitment.
(b) On any Commitment Increase Date the event that, on outstanding principal balance of the 10th day applicable Loans shall be reallocated among the Lenders such that after the Administrative applicable Commitment Increase Date the outstanding principal amount of Loans owed to each Lender shall be equal to such Lender’s, as applicable, Revolving Credit Commitment Percentage and/or Term Loan Commitment Percentage and/or Term Loan II Commitment Percentage and/or Term Loan III Commitment Percentage (as in effect after the applicable Commitment Increase Date) of the outstanding principal amount of the applicable Loans. The participation interests of the Revolving Credit Lenders in Swing Loans, Letters of Credit, and Alternative Currency Risk Participations shall be similarly adjusted as applicable. On any Commitment Increase Date those Lenders whose applicable Commitment Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall have delivered the Company’s notice, be distributed among the Lenders whose applicable Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Loans. The funds so advanced shall have agreed pursuant be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their applicable Revolving Credit Commitment Percentages and/or Term Loan Commitment Percentages and/or Term Loan II Commitment Percentages and/or Term Loan III Commitment Percentages.
(c) Upon the preceding sentence to increase their Commitments by an aggregate amount less than the effective date of each increase in the Total Commitment pursuant to this §2.11 the Agent may unilaterally revise Schedule 1.1 and the Parent Borrower shall, if requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal execute and deliver to the unsubscribed amount; provided Agent new Notes for each Lender whose Commitment has changed so that each Augmenting the principal amount of such Lender, if ’s applicable Notes shall equal its applicable Commitment. The Agent shall deliver such replacement Notes to the respective Lenders in exchange for the Notes replaced thereby which shall be surrendered by such Lenders. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not already constitute a Lender hereundernovation, shall be subject dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Notes.
(d) Notwithstanding anything to the approval contrary contained herein, the obligation of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may pursuant to this §2.11 shall be made in an amount conditioned upon satisfaction or waiver of the following conditions precedent which is less than must be satisfied or waived prior to the effectiveness of any increase requested by of the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.Total Commitment:
Appears in 1 contract
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.10, the Borrower shall have the option at any time and from time to time, time before the date that is forty-five (45) days prior to the Maturity Date (or the extended maturity date if Borrower exercises its extension option pursuant to §2.11) to request an increase in the Total Commitment to not more than $75,000,000.00 by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth “Increase Notice”; and the amount of such requested increase is the requested “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $5,000,000.00. Upon receipt of any Increase Notice, the Agent shall consult with Arranger and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an additional Commitment in connection with such increase in the Total Commitment (which shall be in addition to the fees to be paid to Arranger pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined, then the Agent shall send a notice to all Lenders (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Commitment and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an integral multiple additional Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of $10,000,000) the additional Commitment by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the date Arranger shall allocate the Commitment Increase among the Lenders who provide such commitment letters on which such increase is basis as the Agent and the Arranger shall determine in their sole discretion. If the additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested to become effective (which by the Borrower, then the Agent, Arranger or Borrower may, but shall not be less than 10 Business Days obligated to, invite one or more than 60 days banks or lending institutions (which banks or lending institutions shall be reasonably acceptable to Agent, Arranger and Borrower) to become a Lender and provide an additional Commitment. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be applicable after the effective date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of Increase specified therein (the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its “Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing LenderIncrease Date”). In no event shall any Lender be obligated to provide an additional Commitment.
(b) On any Commitment Increase Date the event that, on outstanding principal balance of the 10th day Loans shall be reallocated among the Lenders such that after the Administrative Agent applicable Commitment Increase Date the outstanding principal amount of Loans owed to each Lender shall have delivered be equal to such Lender’s Commitment Percentage (as in effect after the Company’s notice, applicable Commitment Increase Date) of the outstanding principal amount of all Loans. The participation interests of the Lenders in Letters of Credit shall have agreed be similarly adjusted. On any Commitment Increase Date those Lenders whose Commitment Percentages are increasing shall advance the funds to the Agent and the funds so advanced shall be distributed among the Lenders whose Commitment Percentages are decreasing as necessary to accomplish the required reallocation of the outstanding Loans. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitment Percentages. To the extent such reallocation results in certain Lenders receiving funds which are applied to LIBOR Rate Loans prior to the last day of the applicable Interest Period, then the Borrower shall pay to the Agent for the account of the affected Lenders the Breakage Costs for each such Lender (provided that the parties agree to attempt to coordinate the closing of any increase of the Total Commitment to minimize Breakage Costs that may come due); provided, however, each Lender agrees to apply any amounts received by them pursuant to this §2.10(b) first to the preceding sentence principal of any Base Rate Loans held by such Lender and then to increase their Commitments the principal of LIBOR Rate Loans held by an aggregate amount less than such Lender.
(c) Upon the effective date of each increase in the Total Commitment requested by pursuant to this §2.10 the Company, Agent may unilaterally revise Schedule 1 hereto and the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal Borrower shall execute and deliver to the unsubscribed amount; provided Agent new Notes for each Lender whose Commitment has changed so that each Augmenting the principal face amount of such Lender, if ’s Note shall equal its Commitment. The Agent shall deliver such replacement Notes to the respective Lenders in exchange for the Notes replaced thereby which shall be surrendered by such Lenders. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not already constitute a Lender hereundernovation, shall be subject dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Notes. Within five (5) days of issuance of any new Notes pursuant to this §2.10(c), the Borrower shall deliver an opinion of counsel, addressed to the approval Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Notes shall be promptly canceled and returned to the Borrower.
(d) Notwithstanding anything to the contrary contained herein, the obligation of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may pursuant to this §2.10 shall be made in an amount conditioned upon satisfaction of the following conditions precedent which is less than must be satisfied prior to the effectiveness of any increase requested by of the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.Total Commitment:
Appears in 1 contract
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to timetime before the date that is one (1) year prior to the Revolving Credit Maturity Date or the Term Loan Maturity Date, as applicable, to request an increase in the Total Revolving Credit Commitment and/or the Total Term Loan Credit Commitment by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lenderan “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), request provided that any such individual increase must be in a minimum amount of $5,000,000.00 and increments of $1,000,000.00 in excess thereof, and the Total Commitment be increased by an amount shall not to exceed $500,000,000.00. Upon receipt of any Increase Notice, the Incremental Facility Amount at such time. Such notice Agent shall set forth consult with the Arranger and shall notify the Borrower of the amount of the requested facility fees to be paid to any Lenders who provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, in connection with such increase in the Revolving Credit Commitment and/or Term Loan Commitment, as applicable, pursuant to the Agreement Regarding Fees. If the Borrower agrees to pay the facility fees so determined, the Agent shall send a notice to all Revolving Credit Lenders or Term Loan Lenders, as applicable (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Revolving Credit Commitment (or the Total Term Loan Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Revolving Credit Lender or Term Loan Lender, as applicable, who desires to provide an additional Revolving Credit Commitment or Term Loan Commitment, as applicable, upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional Revolving Credit Commitment or Term Loan Commitment, as applicable, which shall it is willing to provide prior to such deadline as may be an integral multiple of $10,000,000) specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the date Arranger shall allocate the Commitment Increase among the Revolving Credit Lenders or Term Loan Lenders, as applicable, who provide such commitment letters on which such increase basis as the Agent and the Arranger, shall determine in their sole discretion. If the additional Revolving Credit Commitments or Term Loan Commitments, as applicable, so provided are not sufficient to provide the full amount of the Revolving Credit Commitment Increase or the Term Loan Commitment Increase, as applicable, that is requested to become effective (which by the Borrower, then the Agent, Arranger, or the Borrower may, but shall not be less than 10 Business Days or more than 60 days after the date of such notice)obligated to, and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for invite one or more banks or other financial lending institutions (any such bank which banks or other financial institution referred lending institutions shall be acceptable to in this clause Agent, Arranger, and the Borrower) to become a Revolving Credit Lender or Term Loan Lender, as applicable, and provide an additional Revolving Credit Commitment or Term Loan Commitment, as applicable. The Agent shall provide all Revolving Credit Lenders or Term Loan Lenders, as applicable, with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment or Term Loan Commitment, as applicable, to be provided by each Revolving Credit Lender or Term Loan Lender, as applicable, and the revised Revolving Credit Commitment Percentages or Term Loan Commitment Percentages, as applicable, which shall be applicable after the effective date of the Revolving Credit Commitment Increase or Term Loan Commitment Increase, as applicable, specified therein (a) being called an the “Augmenting LenderCommitment Increase Date”). In no event shall any Lender be obligated to provide an additional Revolving Credit Commitment or Term Loan Commitment.
(b) On any Commitment Increase Date the outstanding principal balance of the Revolving Credit Loans or Term Loans, which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunderas applicable, shall be subject reallocated among the Revolving Credit Lenders or Term Loan Lenders, as applicable, such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans or Term Loans, as applicable, owed to each Revolving Credit Lender or Term Loan Lender, as applicable, shall be equal to such Lender’s Revolving Credit Commitment Percentage or Term Loan Commitment Percentage, as applicable (as in effect after the applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans or Term Loans, as applicable. The participation interests of the Revolving Credit Lenders in Swing Loans and Letters of Credit shall be similarly adjusted. On any Commitment Increase Date, those Revolving Credit Lenders or Term Loan Lenders whose Revolving Credit Commitment Percentage or Term Loan Commitment Percentage is increasing shall advance the funds to the approval of the Administrative Agent and the Company and funds so advanced shall be distributed among the Revolving Credit Lenders or Term Loan Lenders, as applicable, whose Revolving Credit Commitment Percentage or Term Loan Commitment Percentage, as applicable, is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans or Term Loans, as applicable. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitment Percentages.
(c) Upon the effective date of each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Revolving Credit Commitment or Total Term Loan Commitment pursuant to this §2.11 the Agent may unilaterally revise Schedule 1.1 to reflect the name and address, Commitment and Commitment Percentage of each Lender following such increase and the Borrower shall execute and deliver to the Agent new Revolving Credit Notes or Term Loan Notes for each Lender whose Commitment has changed so that the principal amount of such Revolving Credit Lender’s Revolving Credit Note shall equal its Revolving Credit Commitment and such Term Loan Lender’s Term Loan Note shall equal its Term Loan Commitment. The Agent shall deliver such replacement Revolving Credit Notes and Term Loan Notes to the respective Lenders in exchange for the Revolving Credit Notes and Term Loan Notes replaced thereby which shall be made surrendered by such Lenders. Such new Revolving Credit Notes and Term Loan Notes shall provide that they are replacements for the surrendered Revolving Credit Notes and Term Loan Notes, as applicable, and that they do not constitute a novation, shall be dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes or Term Loan Notes, as applicable. In connection therewith, the Borrower shall deliver an amount which is less than opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and Term Loan Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Revolving Credit Notes and Term Loan Notes shall be canceled and returned to the Borrower.
(d) Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the Revolving Credit Lenders to increase requested by the Company if the Company is unable to arrange forTotal Revolving Credit Commitment, or chooses not the Agent and the Term Loan Lenders to arrange forincrease the Total Term Loan Commitment, Augmenting Lenders.as applicable, pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total Revolving Credit Commitment or the Total Term Loan Commitment, as applicable:
Appears in 1 contract
Samples: Credit Agreement (Carter Validus Mission Critical REIT, Inc.)
Increase in Total Commitment. At any time (a) The Company may from time but at least 60 days prior to timethe Maturity Date), by the Borrower shall have the right, upon written notice to the Administrative Agent (which shall deliver a copy thereof and satisfaction of the Increase Conditions, to each Lender), request that cause the Total Commitment be increased to increase by an amount not at any time exceeding $100,000,000 (the “Increase”), in which event Schedule 2 will be deemed to exceed be amended to reflect the Incremental Facility Amount at increased Commitment of each Lender, if any, that has agreed in writing to an increase and to add any third party financial institution that may have become a party to, and a “Lender” under, this Agreement in connection with the Increase (and the Agent is hereby authorized to effect such time. Such notice shall set forth the amount amendment on behalf of the requested increase Lenders and the Borrower); provided, however, that it shall be a condition precedent to the effectiveness of the Increase that the Increase Conditions shall have been satisfied. In the event that the Increase results in any change to the Commitment Percentage of any Lender, then on the effective date of such Increase in the Total Commitment (which i) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Agent such amounts as are necessary to fund its new or increased Commitment Percentage of all existing Revolving Credit Loans, (ii) the Agent will use the proceeds thereof to pay to all Lenders whose Commitment Percentage is decreasing such amounts as are necessary so that each such Lender’s participation in existing Revolving Credit Loans will be an integral multiple of $10,000,000equal to its adjusted Commitment Percentage, and (iii) and if the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days after the date of such notice)Increase in the Total Commitment occurs on a date other than the last day of an Interest Period applicable to any outstanding Libor Rate Loan, the Borrower will be responsible for Libor Breakage Costs and any other amounts payable pursuant to §4.8 on account of the payments made pursuant to clause (ii) above. No Lender shall offer to each Lender the opportunity have any obligation to increase its Commitment by its Pro Rata Percentage of in connection with the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may be made in an amount which is less than the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting LendersIncrease.
Appears in 1 contract
Samples: Revolving Credit Agreement (First Potomac Realty Trust)
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to timetime before the date that is ninety (90) days prior to October 25, 2014 to request an increase in the Total Revolving Credit Commitment and/or the Total Term Loan Commitment such that the Total Commitment does not exceed the lesser of (i) the sum of $450,000,000.00 minus any reduction in the Total Commitment by virtue of the operation of §5.4(g) and (ii) the Borrowing Base Appraised Value Limit, by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lenderan “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $10,000,000.00. The Agent shall send a notice to all Lenders (the “Additional Commitment Request Notice”) informing them of the Borrower’s request that to increase the Total Commitment. Each Lender who desires to provide an additional Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth provide Agent with a written commitment letter specifying the amount of the additional Commitment which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent, the Syndication Agent and the Arranger shall allocate the Commitment Increase among the Lenders who provide such commitment letters on such basis as the Agent and the Arranger, shall determine in their sole discretion. If the additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then the Agent, Arranger, Syndication Agent or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to Agent, Arranger, Syndication Agent and the Borrower) to become a Lender and provide an additional Commitment. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be applicable after the effective date of the Commitment Increase specified therein (the “Commitment Increase Date”). In no event shall any Lender be obligated to provide an additional Commitment.
(b) On any Commitment Increase Date on which the Total Revolving Credit Commitment is increased, the outstanding principal balance of the Revolving Credit Loans shall be reallocated among the Revolving Credit Lenders such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Revolving Credit Lender shall be equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage (as in effect after the applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans. The participation interests of the Revolving Credit Lenders in Swing Loans and Letters of Credit shall be similarly adjusted. On any Commitment Increase Date on which the Total Revolving Credit Commitment is increased, those Revolving Credit Lenders whose Revolving Credit Commitment Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall be distributed among the Revolving Credit Lenders whose Revolving Credit Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans. The funds so advanced shall be Revolving Credit Base Rate Loans until converted to Revolving Credit LIBOR Rate Loans which are allocated among all Revolving Credit Lenders based on their Revolving Credit Commitment Percentages.
(c) Upon the effective date of each increase in the Total Commitment (pursuant to this §2.11 the Agent may unilaterally revise Schedule 1.1 and the Borrower shall execute and deliver to the Agent new Revolving Credit Notes or Term Loan Notes, as applicable, for each Lender whose Commitment has changed so that the principal amount of such Lender’s Revolving Credit Note or Term Loan Note shall equal its Revolving Credit Commitment or Term Loan Commitment, as applicable. The Agent shall deliver such replacement Revolving Credit Note or Term Loan Notes, as applicable, to the respective Lenders in exchange for the Revolving Credit Notes or Term Loan Notes replaced thereby which shall be surrendered by such Lenders. Such new Revolving Credit Notes or Term Loan Notes, as applicable, shall provide that they are replacements for the surrendered Revolving Credit Notes or Term Loan Notes, as applicable, and that they do not constitute a novation, shall be dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes or Term Loan Notes, as applicable. Within five (5) days of issuance of any new Revolving Credit Notes or Term Loan Notes, as applicable, pursuant to this §2.11(c), the Borrower shall deliver an integral multiple opinion of $10,000,000) counsel, addressed to the Lenders and the date on which such increase is requested Agent, relating to become effective (which shall not be less than 10 Business Days or more than 60 days after the date due authorization, execution and delivery of such notice)new Revolving Credit Notes or Term Loan Notes, as applicable, and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Revolving Credit Notes or Term Loan Notes, as applicable, shall offer be canceled and returned to each Lender the opportunity Borrower.
(d) Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the Lenders to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by pursuant to this §2.11 shall be conditioned upon satisfaction of the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), following conditions precedent which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal must be satisfied prior to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval effectiveness of any increase of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may be made in an amount which is less than the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.Commitment:
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Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrowers shall have the option at any time and from time to time, time before the date that is thirty (30) days prior to the Maturity Date (or the extended maturity date if Borrowers exercise their extension option pursuant to §2.12) to request an increase in the Total Commitment to an amount not greater than Four Hundred Fifty Million Dollars ($450,000,000.00) by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth “Increase Notice”; and the amount of such requested increase is the requested “Commitment Increase”), with such Commitment Increase being allocated to the Revolving Credit Facility and/or the Term Loan Facility in such fashion as the Borrowers may designate; provided that any such individual increase must be in a minimum amount of $25,000,000.00. Upon receipt of any Increase Notice, the Agent shall consult with Arranger and shall notify the Borrowers of the amount of facility fees to be paid to any Lenders who provide an additional Commitment in connection with such increase in the Total Commitment (which shall be in addition to the fees to be paid to Agent or Arranger pursuant to the Agreement Regarding Fees). If the Borrowers agree to pay the facility fees so determined, then the Agent shall send a notice to all Lenders (the “Additional Commitment Request Notice”) informing them of the Borrowers’ request to increase the Total Commitment, the applicable Facility to be increased, and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an integral multiple additional Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of $10,000,000) the additional Commitment by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the date Arranger shall allocate the Commitment Increase among the Lenders who provide such commitment letters on which such increase is basis mutually acceptable to each of the Borrowers, Agent and Arranger. If the additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested to become effective (which by the Borrowers, then the Agent, Arranger or Borrowers may, but shall not be less than 10 Business Days obligated to, invite, and the Agent, in consultation with the Parent Borrower, will use its reasonable efforts to arrange for, one or more than 60 days banks or lending institutions (which banks or lending institutions shall be reasonably acceptable to Agent, Arranger and Parent Borrower) to become a Lender and provide an additional Commitment. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the additional Commitment to be provided by each Lender and the revised Commitment Percentages (as well as the revised Maximum Facility Amount and the revised amount of the Letter of Credit Sublimit and the Swing Loan Commitment, respectively) which shall be applicable after the effective date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of Increase specified therein (the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its “Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing LenderIncrease Date”). In no event shall any Lender be obligated to provide an additional Commitment.
(b) On any Commitment Increase Date the event that, on outstanding principal balance of the 10th day applicable Loans shall be reallocated among the Lenders such that after the Administrative applicable Commitment Increase Date the outstanding principal amount of Loans owed to each Lender shall be equal to such Lender’s Revolving Credit Commitment Percentage and/or Term Loan Commitment Percentage, as applicable, (as in effect after the applicable Commitment Increase Date) of the outstanding principal amount of all applicable Loans. The participation interests of the Revolving Credit Lenders in Swing Loans and Letters of Credit shall be similarly adjusted as applicable. On any Commitment Increase Date those Lenders whose applicable Commitment Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall have delivered the Company’s notice, be distributed among the Lenders whose applicable Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Loans. The funds so advanced shall have agreed pursuant be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their applicable Revolving Credit Commitment Percentages and/or Term Loan Commitment Percentages, after giving effect to any Commitment Increase, as reasonably determined by Agent.
(c) Upon the preceding sentence to increase their Commitments by an aggregate amount less than the effective date of each increase in the Total Commitment pursuant to this §2.11 the Agent may unilaterally revise Schedule 1.1 and the Borrowers shall, if requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal execute and deliver to the unsubscribed amount; provided Agent new Notes for each Lender whose Commitment has changed so that each Augmenting the principal amount of such Lender, if ’s applicable Notes shall equal its Commitment. The Agent shall deliver such replacement Notes to the respective Lenders in exchange for the Notes replaced thereby which shall be surrendered by such Lenders. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not already constitute a Lender hereundernovation, shall be subject dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Notes.
(d) Notwithstanding anything to the approval contrary contained herein, any obligation of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may pursuant to this §2.11 shall be made in an amount conditioned upon satisfaction or waiver of the following conditions precedent which is less than must be satisfied or waived prior to the effectiveness of any increase requested by of the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.Total Commitment:
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Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to time, by written notice time prior to the Administrative Agent (which shall deliver a copy thereof Maturity Date to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth the amount of the requested increase in the Total Commitment to not more than $150,000,000.00 by giving written notice to the Agent (an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $10,000,000.00 and increments of $5,000,000.00 in excess thereof. Upon receipt of any Increase Notice, the Agent shall consult with the Arranger and shall notify the Borrower of the amount of the facility fees to be paid to any Lenders who provide an additional Commitment in connection with such increase in addition to the fees to be paid pursuant to the Agreement Regarding Fees. If the Borrower agrees to pay the facility fees so determined, the Agent shall send a notice to all Lenders (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Commitment and of the facility fees to be paid with respect thereto. Agent shall provide the Additional Commitment Request Notice to each of the Lenders before any new lenders are so notified. Each Lender who desires to provide an additional Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional Commitment which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arranger shall allocate the Commitment Increase among the Lenders who provide such commitment letters on such basis as the Agent and the Arranger, shall determine in their sole discretion. If the additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then the Agent, Arranger, or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to Agent, Arranger, and the Borrower) to become a Lender and provide an additional Commitment. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be an integral multiple of $10,000,000) and the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days applicable after the effective date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of Increase specified therein (the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its “Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing LenderIncrease Date”). In no event shall any Lender be obligated to provide an additional Commitment.
(b) On any Commitment Increase Date the event that, on outstanding principal balance of the 10th day Revolving Credit Loans shall be reallocated among the Lenders such that after the Administrative Agent applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Lender shall have delivered be equal to such Lender’s Commitment Percentage (as in effect after the Company’s notice, applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans. The participation interests of the Lenders in Swing Loans and shall have agreed pursuant be similarly adjusted. On any Commitment Increase Date, those Lenders whose Commitment Percentage is increasing shall advance the funds to the preceding sentence Agent and the funds so advanced shall be distributed among the Lenders whose Commitment Percentage is decreasing as necessary to increase accomplish the required reallocation of the outstanding Revolving Credit Loans. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitments by an aggregate amount less than Commitment Percentages.
(c) Upon the effective date of each increase in the Total Commitment requested by pursuant to this §2.11, (i) the CompanyAgent may unilaterally revise Schedule 1.1 to reflect the name and address, Commitment and Commitment Percentage of each Lender following such increase and the Company may arrange Borrower shall execute and deliver to the Agent new Revolving Credit Notes for one or more banks or other financial institutions each Lender whose Commitment has changed so that the principal amount of such Lender’s Revolving Credit Note shall equal its Commitment, and (any such bank or other financial institution referred ii) the Swing Loan Commitment shall automatically increase to in this clause the lesser of (aA) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to ten percent (10%) of the unsubscribed amount; provided that each Augmenting new Total Commitment and (B) the Commitment of the Swing Loan Lender, if and the Borrower shall execute and deliver to the Agent a new Swing Loan Note for the Swing Loan Lender so that the principal amount of the Swing Loan Note shall equal the Swing Loan Commitment. The Agent shall deliver such replacement Revolving Credit Note and Swing Loan Note to the respective Lenders in exchange for the Revolving Credit Notes and Swing Loan Note replaced thereby which shall be surrendered by such Lenders. Such new Revolving Credit Notes and Swing Loan Note shall provide that they are replacements for the surrendered Revolving Credit Notes and Swing Loan Note, and that they do not already constitute a Lender hereundernovation, shall be subject dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes or Swing Loan Note, as applicable. In connection with the issuance of any new Revolving Credit Notes or Swing Loan Note pursuant to this §2.11(c), the Borrower shall deliver an opinion of counsel, addressed to the approval Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and Swing Loan Note and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Revolving Credit Notes and Swing Loan Note shall be canceled and returned to the Borrower.
(d) Notwithstanding anything to the contrary contained herein, the obligation of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may pursuant to this §2.11 shall be made in an amount conditioned upon satisfaction of the following conditions precedent which is less than must be satisfied prior to the effectiveness of any increase requested by of the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.Total Commitment:
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Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to time, by written notice time prior to the Administrative Agent (which shall deliver a copy thereof Maturity Date to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth the amount of the requested increase in the Total Commitment to not more than $300,000,000.00 by giving written notice to the Agent (an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $10,000,000.00 and increments of $5,000,000.00 in excess thereof. Upon receipt of any Increase Notice, the Agent shall consult with KCM and shall notify the Borrower of the amount of the facility fees to be paid to any Lenders who provide an additional Commitment in connection with such increase in addition to the fees to be paid pursuant to the Agreement Regarding Fees. If the Borrower agrees to pay the facility fees so determined, the Agent shall send a notice to all Lenders (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Commitment and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an additional Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional Commitment which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and KCM shall allocate the Commitment Increase among the Lenders who provide such commitment letters on such basis as the Agent and KCM, shall determine in their sole discretion. If the additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then the Agent, KCM, or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to Agent, KCM, and the Borrower) to become a Lender and provide an additional Commitment. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be an integral multiple of $10,000,000) and the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days applicable after the effective date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of Increase specified therein (the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its “Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing LenderIncrease Date”). In no event shall any Lender be obligated to provide an additional Commitment.
(b) On any Commitment Increase Date the event that, on outstanding principal balance of the 10th day Revolving Credit Loans shall be reallocated among the Lenders such that after the Administrative Agent applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Lender shall have delivered be equal to such Lender’s Commitment Percentage (as in effect after the Company’s notice, applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans. The participation interests of the Lenders in Swing Loans shall have agreed pursuant be similarly adjusted. On any Commitment Increase Date, those Lenders whose Commitment Percentage is increasing shall advance the funds to the preceding sentence Agent and the funds so advanced shall be distributed among the Lenders whose Commitment Percentage is decreasing as necessary to increase accomplish the required reallocation of the outstanding Revolving Credit Loans. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitments by an aggregate amount less than Commitment Percentages.
(c) Upon the effective date of each increase in the Total Commitment requested by pursuant to this §2.11, (i) the CompanyAgent may unilaterally revise Schedule 1.1 to reflect the name and address, Commitment and Commitment Percentage of each Lender following such increase and the Company may arrange Borrower shall execute and deliver to the Agent new Revolving Credit Notes for one or more banks or other financial institutions each Lender whose Commitment has changed so that the principal amount of such Lender’s Revolving Credit Note shall equal its Commitment, (any such bank or other financial institution referred ii) the Swing Loan Commitment shall automatically increase to in this clause the lesser of (aA) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to ten percent (10%) of the unsubscribed amount; provided that each Augmenting new Total Commitment up to a maximum of $30,000,000.00 and (B) the Commitment of the Swing Loan Lender, if and the Borrower shall execute and deliver to the Agent a new Swing Loan Note for the Swing Loan Lender so that the principal amount of the Swing Loan Note shall equal the Swing Loan Commitment, and (iii) the Letter of Credit Sublimit shall automatically increase to the lesser of (A) an amount equal to ten percent (10%) of the new Total Commitment up to a maximum of $30,000,000.00 and (B) the Commitment of the Issuing Lender. The Agent shall deliver such replacement Revolving Credit Note and Swing Loan Note to the respective Lenders in exchange for the Revolving Credit Notes and Swing Loan Note replaced thereby which shall be surrendered by such Lenders. Such new Revolving Credit Notes and Swing Loan Note shall provide that they are replacements for the surrendered Revolving Credit Notes and Swing Loan Note and that they do not already constitute a Lender hereundernovation, shall be subject dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes and Swing Loan Note, as applicable. In connection with the issuance of any new Revolving Credit Notes or Swing Loan Note pursuant to this §2.11(c), the Borrower shall deliver an opinion of counsel, addressed to the approval Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and Swing Loan Note, and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the initial closing under this Agreement. The surrendered Revolving Credit Notes and Swing Loan Note shall be canceled and returned to the Borrower.
(d) Notwithstanding anything to the contrary contained herein, the obligation of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may pursuant to this §2.11 shall be made in an amount conditioned upon satisfaction of the following conditions precedent which is less than must be satisfied prior to the effectiveness of any increase requested by of the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.Total Commitment:
Appears in 1 contract
Samples: Credit Agreement (New Senior Investment Group Inc.)
Increase in Total Commitment. (a) The Company may So long as the Incremental Loan Commitment Requirements are satisfied, the Borrower shall have the right at any time after the Fourth Amendment Effective Date, and from time to timetime after the Fourth Amendment Effective Date, by written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that an increase of the Total Commitment be increased by Commitments to an amount not to exceed $350,000,000. Any such requested increase shall be first made in writing to all existing Lenders on a pro rata basis. In the Incremental Facility Amount at such time. Such notice shall set forth event that any existing Lender does not notify the amount Administrative Agent within twenty-one (21) Business Days from the receipt of the requested increase in that the Total Commitment (which shall be an integral multiple of $10,000,000) and the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days after the date of such notice), and shall offer to each existing Lender the opportunity to will increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after amount of its increase, the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each existing Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined the requested increase of its Commitment. To the extent that one or more existing Lenders decline to increase its Commitment) (each Lender so declining their respective Commitments, or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence decline to increase their Commitments to the amount requested by the Borrower, the Arranger may arrange for other Persons to become Lenders hereunder and to issue commitments in an aggregate amount less than equal to the amount of the increase in the Total Commitment Commitments requested by the CompanyBorrower and not accepted by the existing Lenders (each such increase by either means, the Company may arrange for one a “Commitment Increase,” and each such Person issuing, or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called Lender increasing, its Commitment, an “Augmenting Additional Commitment Lender”); provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Borrower, and (ii) any Additional Commitment Lender which may include any Lender, to extend Commitments or increase their is not an existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent Agent, the Issuing Bank, and the Company Swingline Lender (which approval shall not be unreasonably withheld), and (iii) nothing contained herein shall constitute the unconditional obligation of the Arranger to provide or obtain commitments for such Commitment Increase, as the Arranger only is agreeing hereby to use its best efforts to arrange for Additional Commitment Lenders. Each Commitment Increase shall be in a minimum aggregate amount of at least $10,000,000 and in integral multiples of $10,000,000 in excess thereof.
(b) No Commitment Increase shall become effective unless and until each Augmenting of the following conditions have been satisfied:
(i) the Borrower, the Administrative Agent, and any Additional Commitment Lender shall execute all have executed and delivered a joinder to the Loan Documents in such documentation form as the Administrative Agent may reasonably require;
(ii) the Incremental Loan Commitment Requirements shall specify have been satisfied;
(iii) the Borrower shall have paid such fees and other compensation to evidence its the Additional Commitment Lenders as the Borrower and each such Additional Commitment Lenders may agree;
(iv) the Borrower shall have paid such arrangement fees to the Administrative Agent and/or its status the Arranger as the Borrower and such Persons may agree;
(v) the Borrower shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date;
(vi) to the extent requested by any Additional Commitment Lender, a Note will be issued at the Borrower’s expense, to each such Additional Commitment Lender, to be in conformity with requirements of Section 2.09 hereof (with appropriate modification) to the extent necessary to reflect the new Commitment of such Additional Commitment Lender; and
(vii) the Borrower and the Additional Commitment Lenders shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested.
(c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Commitment Increase (with each date of such effectiveness being referred to herein as a Lender “Commitment Increase Date”), and at such time (i) the Total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, (ii) Schedule 1.1 shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders, and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased Total Commitments (including, without limitation, Section 2.01(a)(i)).
(d) In connection with Commitment Increases hereunder. Any , the Lenders and the Borrower agree that, notwithstanding anything to the contrary in this Agreement, (i) the Borrower shall, in coordination with the Administrative Agent, (x) repay outstanding Loans of certain Lenders, and obtain Loans from certain other Lenders (including the Additional Commitment Lenders), but in no event in excess of each such Lender’s Commitment, or (y) take such other actions as reasonably may be required by the Administrative Agent, in each case to the extent necessary so that all of the Lenders effectively participate in each of the outstanding Loans pro rata on the basis of their Commitment Percentages (determined after giving effect to any increase in the Total Commitment may be made pursuant to this Section 2.02), and (ii) the Borrower shall pay to the Lenders any costs of the type referred to in an amount which Section 2.21 in connection with any repayment and/or Loans required pursuant to preceding clause (i).
(b) Section 2.13 of the Credit Agreement is less than hereby amended by deleting “0.375%” in the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lendersthird line thereof and substituting “0.25%” in its stead.
Appears in 1 contract
Samples: Credit Agreement (Stage Stores Inc)
Increase in Total Commitment. (a) The Company may from At any time prior to timethe second anniversary of the Closing Date, by the Borrower shall have the right, upon written notice to the Administrative Agent (which shall deliver a copy thereof and satisfaction of the Increase Conditions, to each Lender), request that cause the Total Commitment be increased to increase by an amount not at any time exceeding $20,000,000 (the “Increase”), in which event Schedule 2 will be deemed to exceed be amended to reflect the Incremental Facility Amount at increased Commitment of each Lender, if any, that has agreed in writing to an increase and to add any third party financial institution that may have become a party to, and a “Lender” under, this Agreement in connection with the Increase (and the Agent is hereby authorized to effect such time. Such notice shall set forth the amount amendment on behalf of the requested increase Lenders and the Borrower); provided, however, that it shall be a condition precedent to the effectiveness of the Increase that the Increase Conditions shall have been satisfied. In the event that the Increase results in any change to the Commitment Percentage of any Lender, then on the effective date of such Increase in the Total Commitment (which i) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Agent such amounts as are necessary to fund its new or increased Commitment Percentage of all existing Revolving Credit Loans, (ii) the Agent will use the proceeds thereof to pay to all Lenders whose Commitment Percentage is decreasing such amounts as are necessary so that each such Lender’s participation in existing Revolving Credit Loans will be an integral multiple of $10,000,000equal to its adjusted Commitment Percentage, and (iii) and if the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days after the date of such notice)Increase in the Total Commitment occurs on a date other than the last day of an Interest Period applicable to any outstanding Libor Rate Loan, the Borrower will be responsible for Libor Breakage Costs and any other amounts payable pursuant to §4.8 on account of the payments made pursuant to clause (ii) above. No Lender shall offer to each Lender the opportunity have any obligation to increase its Commitment by its Pro Rata Percentage of in connection with the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may be made in an amount which is less than the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting LendersIncrease.
Appears in 1 contract
Samples: Revolving Credit Agreement (First Potomac Realty Trust)
Increase in Total Commitment. (a) The Company may Borrowers may, at any time and from time to time, by written notice to increase the Administrative Agent Commitments (which shall deliver a copy thereof to each Lender), request that the “Additional Commitments”) available under the Credit Facilities and the Total Commitment be increased by an amount not adding additional financial institutions as Lenders or by increasing the Commitments of existing Lenders with (in the latter case) the consent of such existing Lenders, or any combination thereof. The right to exceed increase the Incremental Facility Amount at such time. Such notice shall set forth the amount of the requested increase in Credit Facilities and the Total Commitment (which shall be an integral multiple of $10,000,000) and the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days after the date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Additional Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval following:
(a) no Default or Event of Default shall have occurred and be continuing and each of the Administrative Borrowers shall have delivered to each applicable Agent an Officer’s Certificate certifying the same and certifying: (i) if a Credit Facility available to a Borrower is being increased, its directors’ resolutions authorizing such increase, (ii) the truth and accuracy of its representations and warranties under the Documents and (iii) that no consents, approvals or authorizations are required for such increase (except as have been unconditionally obtained and are in full force and effect, unamended), each as at the effective date of such increase;
(b) the Total Commitment shall not, at any time, exceed U.S.$3,300,000,000 and the maximum principal amount of neither the U.S. Facility nor the U.K. Facility shall exceed U.S.$300,000,000;
(c) each applicable Agent and the Company and each Augmenting Fronting Lender shall have consented to increases in the Commitments of a Lender and any additional financial institution becoming a Lender, such consents not to be unreasonably withheld;
(d) Nexen shall use all commercially reasonable efforts to have the Lenders (including their respective Affiliates) hold, to the extent possible, Commitments under each of the U.S. Facility and U.K. Facility which are proportionate to their respective Commitments under the Canadian Facility; and
(e) the Borrowers and the existing Lender or the financial institution being added as a Lender, as the case may be, shall execute all and deliver such documentation as is required by each applicable Agent, acting reasonably, to effect the Administrative Agent shall specify increase in question (including the partial assignment of Loans or purchase of participations from Lenders to evidence the extent necessary to ensure that, after giving effect to such increase, each Lender holds its Commitment and/or its status Rateable Portion of each outstanding Loan) and, if applicable, to novate such new financial institution as a Lender hereunder. Any increase in under the Total Commitment may be made in an amount which is less than the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting LendersDocuments.
Appears in 1 contract
Samples: Credit Agreement (Nexen Inc)
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option from time to time, time prior to the Maturity Date to request one or more increases in the Total Commitment to not more than $800,000,000.00 (less the amount of any reductions of the Total Commitments under §2.4) by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth “Increase Notice”; and the amount of such requested increase is the requested “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $10,000,000.00 and increments of $5,000,000.00 in excess thereof (or such smaller amounts as the Agent may approve). Upon receipt of any Increase Notice, the Agent shall consult with Arrangers and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an additional Commitment in connection with such increase in the Total Commitment (which shall be in addition to the fees to be paid to Agent or to the Arrangers pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined, then the Agent shall send a notice to all Lenders (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Commitment and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an integral multiple additional Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of $10,000,000) the additional Commitment by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Borrower, the Agent and the date Arrangers shall allocate the Commitment Increase among the Lenders who provide such commitment letters on which such increase is basis as they shall reasonably agree. If the additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested to become effective (which by the Borrower, then the Agent, Arrangers or the Borrower may, but shall not be less than 10 Business Days obligated to, invite one or more than 60 days banks or lending institutions (which banks or lending institutions shall be reasonably acceptable to Agent, Arrangers and the Borrower) to become a Lender and provide an additional Commitment. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be applicable after the effective date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of Increase specified therein (the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing LenderIncrease Date”). In no event shall any Lender be obligated to provide an additional Commitment.
(b) On any Increase Date the event that, on outstanding principal balance of the 10th day Loans and participation in Letters of Credit shall be reallocated among the Lenders such that after the Administrative applicable Increase Date the outstanding principal amount of Loans owed to and participations in Letters of Credit of each Lender shall be equal to such Lender’s Commitment Percentage (as in effect after the applicable Increase Date) of the Outstanding principal amount of all Loans and Letters of Credit Outstanding. On any Increase Date those Lenders whose Commitment Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall have delivered the Company’s notice, be distributed among the Lenders whose Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Loans. The funds so advanced shall have agreed pursuant be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitment Percentages.
(c) Upon the preceding sentence to increase their Commitments by an aggregate amount less than the effective date of each increase in the Total Commitment requested by pursuant to this §2.11 the Company, Agent may unilaterally revise Schedule 1.1 and the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal Borrower shall execute and deliver to the unsubscribed amount; provided Agent new Notes for each Lender whose Commitment has changed so that each Augmenting the principal amount of such Lender, if ’s Note shall equal its Commitment. The Agent shall deliver such replacement Notes to the respective Lenders in exchange for the Notes replaced thereby which shall be promptly surrendered by such Lenders to Borrower. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not already constitute a Lender hereundernovation, shall be subject dated as of the Increase Date and shall otherwise be in substantially the form of the replaced Notes. Simultaneously with the issuance of any new Notes pursuant to this §2.11(c), if required by the Agent, the Borrower shall deliver an opinion of counsel, addressed to the approval Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Notes shall be canceled and promptly returned to the Borrower.
(d) Notwithstanding anything to the contrary contained herein, the obligation of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may pursuant to this §2.11 shall be made conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total Commitment:
(i) The Borrower shall pay (A) to the Agent those fees described in an amount which is less than the increase requested and contemplated by the Company if Agreement Regarding Fees with respect to the Company applicable Commitment Increase, and (B) to the Arrangers such facility fees as the Lenders who are providing an additional Commitment may require to increase the aggregate Commitment, which fees shall, when paid, be fully earned and non-refundable under any circumstances. The Arrangers shall pay to the Lenders acquiring the increased Commitment certain fees pursuant to their separate agreement; and
(ii) On the date any Increase Notice is unable given and on the date such increase becomes effective, both immediately before and after the Total Commitment is increased, there shall exist no Default or Event of Default; and
(iii) The representations and warranties made by the Borrower and the Guarantors in the Loan Documents or otherwise made by or on behalf of the Borrower or the Guarantors in connection therewith or after the date thereof shall have been true and correct in all material respects when made and shall also be true and correct in all material respects on the date of such Increase Notice and on the date the Total Commitment is increased, both immediately before and after the Total Commitment is increased (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to arrange forbe true and correct in all material respects only as of such specified date, and that any representation or chooses not warranty that is qualified by any materiality standard shall be required to arrange forbe true and correct in all respects); and
(iv) The Borrower and the Guarantors shall execute and deliver to Agent and the Lenders such additional documents, Augmenting Lenders.instruments, certifications and opinions as the Agent may reasonably require in its sole and absolute discretion, including, without limitation, a Compliance Certificate, demonstrating compliance with all covenants, representations and warranties set forth in the Loan Documents after giving effect to the increase; and
(v) The Borrower and the Guarantors shall satisfy such other conditions to such increase as Agent may require in its reasonable discretion
Appears in 1 contract
Samples: Credit Agreement (Mid America Apartment Communities Inc)
Increase in Total Commitment. (a) The Company may from At any time to time, by upon written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender)Agent, Borrowers may request that the Total Commitment be increased by an amount not to exceed $50,000,000 in the Incremental aggregate for all such increases from the Closing Date until the Facility Amount Termination Date, provided that (A) no Default or Event of Default has occurred and is continuing at the time of such timerequest and on the date of any such increase and (B) Borrowers shall have delivered to the Administrative Agent, together with such written notice, a copy of Borrowers' duly adopted corporate resolutions, in form and substance satisfactory to The Administrative Agent, that authorize the requested increase in the Total Commitment, which resolutions shall be certified by the Secretaries of each Borrower as being true, correct, complete and in full force and effect. Such notice Upon receipt of any such request, the Administrative Agent shall deliver a copy of such request to each Lender. Borrowers shall set forth in such request the amount of the requested increase in the Total Commitment (which in each case shall be an integral multiple in a minimum amount equal to the lesser of Ten Million Dollars ($10,000,000) or the remaining amount of the increased Total Commitment) and the date on which such increase is requested to become effective (which shall be not be less than 10 Business Days or nor more than 60 sixty (60) days after the date of such noticerequest and that, in any event, must be at least ninety (90) days prior to the Facility Termination Date), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amountCommitment. Each Lender shall, by notice to the Company Borrowers and the Administrative Agent given not more than 10 ten (10) days after the date on which of the Administrative Agent shall have delivered the Company’s Agent's notice, either agree to increase its Commitment by all or a portion of the offered amount (each such Lender so agreeing being an “"Increasing Lender”") or decline to increase its Commitment (and any such Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (Commitment and each Lender so declining or being deemed to have declined being a “"Non-Increasing Lender”"). In the event thatIf, on the 10th day after the Administrative Agent shall have delivered the Company’s noticenotice as set forth above, the Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by the CompanyBorrowers, the Company Borrowers may arrange for one or more banks Lenders or other financial institutions (any such bank or other financial institution referred entities that are reasonably acceptable to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (each such Person so agreeing being an "Augmenting Lender") so long as such Augmenting Lender shall have a Commitment of not less than Ten Million Dollars ($10,000,000), and the Company Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender with a Commitment hereunder. Any increase in the Total Commitment may be made in an amount which that is less than the increase requested by the Company Borrowers if the Company is Borrowers are unable to arrange for, or chooses not to arrange for, Augmenting Lenders, in the full amount. If Increasing Lenders and/or Augmenting Lenders offer Commitment increases or new Commitments, as the case may be, in excess of the aggregate increase amount requested by Borrowers, then the Administrative Agent shall, in consultation with Borrowers, determine each such Increasing Lender's or Augmenting Lender's percentage of the increased amount.
(b) Each of the parties hereto agrees that the Administrative Agent may, in consultation with Borrowers, take any and all actions as may be reasonably necessary to ensure that after giving effect to any increase in the Total Commitment pursuant to this Section, the outstanding Loans (if any) are held by the Lenders with Commitments in accordance with their new Commitment Percentages. This may be accomplished at the discretion of the Administrative Agent: (i) by requiring the outstanding Loans to be prepaid with the proceeds of new Loans; (ii) by causing the Non-Increasing Lenders to assign portions of their outstanding Loans to Increasing Lenders and Augmenting Lenders; (iii) by permitting the Loans outstanding at the time of any increase in the Total Commitment pursuant to this Section 2.06(b) to remain outstanding until the last days of the respective Interest Periods, therefor, even though the Lenders would hold such Loans other than in accordance with their new Commitment Percentages; or (iv) by any combination of the foregoing.
Appears in 1 contract
Increase in Total Commitment. At any time (a) The Company may from time but at least 60 days prior to timethe Maturity Date), by the Borrower shall have the right, upon written notice to the Administrative Agent (which shall deliver a copy thereof and satisfaction of the Increase Conditions, to each Lender), request that cause the Total Commitment be increased to increase by an amount not at any time exceeding $50,000,000 (the “Increase”), in which event Schedule 2 will be deemed to exceed be amended to reflect the Incremental Facility Amount at increased Commitment of each Lender, if any, that has agreed in writing to an increase and to add any third party financial institution that may have become a party to, and a “Lender” under, this Agreement in connection with the Increase (and the Agent is hereby authorized to effect such time. Such notice shall set forth the amount amendment on behalf of the requested increase Lenders and the Borrower); provided, however, that it shall be a condition precedent to the effectiveness of the Increase that the Increase Conditions shall have been satisfied. In the event that the Increase results in any change to the Commitment Percentage of any Lender, then on the effective date of such Increase in the Total Commitment (which i) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Agent such amounts as are necessary to fund its new or increased Commitment Percentage of all existing Revolving Credit Loans, (ii) the Agent will use the proceeds thereof to pay to all Lenders whose Commitment Percentage is decreasing such amounts as are necessary so that each such Lender’s participation in existing Revolving Credit Loans will be an integral multiple of $10,000,000equal to its adjusted Commitment Percentage, and (iii) and if the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days after the date of such notice)Increase in the Total Commitment occurs on a date other than the last day of an Interest Period applicable to any outstanding Libor Rate Loan, the Borrower will be responsible for Libor Breakage Costs and any other amounts payable pursuant to §4.8 on account of the payments made pursuant to clause (ii) above. No Lender shall offer to each Lender the opportunity have any obligation to increase its Commitment by its Pro Rata Percentage of in connection with the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may be made in an amount which is less than the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting LendersIncrease.
Appears in 1 contract
Samples: Revolving Credit Agreement (Hartman Commercial Properties Reit)
Increase in Total Commitment. (a) The Company may Subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to timetime before the Revolving Credit Maturity Date (as the same may be extended pursuant to §2.12 below) or the Term Loan Maturity Date, as applicable, to request an increase in the Total Revolving Credit Commitment and/or the Total Term Loan Credit Commitment by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lenderan “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), request provided that any such individual increase must be in a minimum amount of $20,000,000.00 and increments of $5,000,000.00 in excess thereof, and the Total Commitment be increased by an amount shall not to exceed $1,000,000,000.00. Upon receipt of any Increase Notice, the Incremental Facility Amount at such time. Such notice Agent shall set forth consult with KCM and shall notify the Borrower of the amount of the requested facility fees to be paid to any Lenders who provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, in connection with such increase in the Total Revolving Credit Commitment and/or Term Loan Commitment, as applicable, pursuant to the Agreement Regarding Fees. If the Borrower agrees to pay the facility fees so determined (which shall and/or such other fees as may be an integral multiple of $10,000,000) agreed to by the Borrower and the date on Agent), the Agent shall send a notice to all Revolving Credit Lenders and/or Term Loan Lenders, as applicable (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Revolving Credit Commitment and/or the Total Term Loan Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Revolving Credit Lender and/or Term Loan Lender, as applicable, who desires to provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, upon such terms shall provide the Agent with a written commitment letter specifying the amount of such additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and KCM shall allocate the Commitment Increase among the Revolving Credit Lenders and/or Term Loan Lenders, as applicable, who provide such commitment letters on such basis as the Agent and KCM, shall determine following consultation with the Borrower. If the additional Revolving Credit Commitments and/or Term Loan Commitments, as applicable, so provided are not sufficient to provide the full amount of the Revolving Credit Commitment Increase and/or the Term Loan Commitment Increase, as applicable, that is requested to become effective (which by the Borrower, then the Agent, KCM, or the Borrower may, but shall not be less than 10 Business Days or more than 60 days after the date of such notice)obligated to, and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for invite one or more banks or other financial lending institutions (any such bank which banks or other financial institution referred lending institutions shall be reasonably acceptable to in this clause the Agent, KCM, and the Borrower) to become a Revolving Credit Lender and/or Term Loan Lender, as applicable, and provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable. The Agent shall provide all Revolving Credit Lenders and/or Term Loan Lenders, as applicable, with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, to be provided by each Revolving Credit Lender and/or Term Loan Lender, as applicable, and the revised Revolving Credit Commitment Percentages and/or Term Loan Commitment Percentages, as applicable, which shall be applicable after the effective date of the Revolving Credit Commitment Increase and/or Term Loan Commitment Increase, as applicable, specified therein (a) being called an each, a “Augmenting LenderCommitment Increase Date”), which may include . In no event shall any Lender, Lender be obligated to extend Commitments or increase their existing Commitments in provide an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its additional Revolving Credit Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may be made in an amount which is less than the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting LendersTerm Loan Commitment.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Healthcare Trust, Inc.)
Increase in Total Commitment. (a) The Company At any time prior to 5:00 p.m. (Houston, Texas time) on the ninetieth (90th) day after the Closing Date, the Borrower may from time to time, by written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request on no more than one occasion that the Total Commitment be increased increased, without the consent of the Required Lenders, by an amount up to $100,000,000; provided, that, the Total Commitment, determined after giving effect to such increase in the Total Commitment, shall not at any time exceed $350,000,000. The Borrower's request shall be made in writing (a "Commitment Increase Notice") and delivered to exceed the Incremental Facility Amount Administrative Agent at such time. Such notice least one (1) Business Day prior to the proposed effective date of the increase in Total Commitment and shall set forth specify the amount of the requested proposed increase in the Total Commitment and the proposed effective date for such increase in Total Commitment, which proposed effective date must be prior to the ninetieth (90th) day after the Closing Date. No Lender, by virtue of its being a party hereto, shall have any obligation of any kind to provide such commitments, and each Lender may determine with sole, absolute and complete discretion whether to provide such commitments. The Commitment Increase Notice shall specify each, if any, Lender which has agreed to provide an increase in its Commitment and the amount of such increase and each Eligible Assignee which has agreed to become a "Lender" party hereto (an "Acceding Lender") in connection with the Commitment Increase Notice and the amount of the Commitment of such Acceding Lender. Any Acceding Lender shall be an integral multiple approved by the Administrative Agent, which approval shall not be unreasonably withheld. The Administrative Agent shall notify the Borrower and the Lenders on or before the Business Day immediately prior to the proposed effective date of $10,000,000the amount of each Lender's and Acceding Lender's Commitment (the "Effective Commitment Amount") and the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days after the date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage amount of the proposed increased amount. Each Lender shallTotal Commitment, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days amounts shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, effective on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be following Business Day subject to the approval of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunderconditions set forth herein. Any increase in the Total Commitment may under this Credit Agreement shall be made in an amount which is less than subject to the following conditions precedent:
(i) as of the date of the Commitment Increase Notice and as of the proposed effective date of the increase requested by in the Company if Total Commitment under this Credit Agreement, all representations and warranties shall be true and correct in all material respects as though made on such date (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true and correct as of such date);
(ii) as of the Company is unable date of the Commitment Increase Notice and as of the proposed effective date of the increase in the Total Commitment under this Credit Agreement, no event shall have occurred and then be continuing which constitutes a Default or Event of Default under the Credit Agreement and all other conditions precedent to arrange fora credit extension specified in Section 10 shall be satisfied;
(iii) each Acceding Lender which shall have agreed to provide a "Commitment" in support of such increase in the Total Commitment under this Credit Agreement, or chooses not to arrange for, Augmenting Lenders.shall have executed and delivered a counterpart of this Credit Agreement; and
Appears in 1 contract
Samples: Revolving Credit Agreement (United States Cellular Corp)
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to time, time to request an increase in the Total Commitment to not more than $150,000,000 by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth “Increase Notice”; and the amount of such requested increase is the requested “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $10,000,000. Upon receipt of any Increase Notice, the Agent shall consult with Arrangers and shall notify the Borrower of the amount of facility fees to be paid to any Revolving Credit Lenders who provide an additional Revolving Credit Commitment in connection with such increase in the Total Commitment (which shall be in addition to the fees to be paid to Agent or Arrangers pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined, then the Agent shall send a notice to all Revolving Credit Lenders (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Commitment and of the facility fees to be paid with respect thereto. Each Revolving Credit Lender who desires to provide an integral multiple additional Revolving Credit Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of $10,000,000) the additional Revolving Credit Commitment by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the date Arrangers shall allocate the Commitment Increase among the Revolving Credit Lenders who provide such commitment letters on which such increase is basis mutually acceptable to the Borrower, Agent and Arrangers. If the additional Revolving Credit Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested to become effective (which by the Borrower, then the Agent, Arrangers or Borrower may, but shall not be less than 10 Business Days obligated to, invite, and the Agent, in consultation with the Borrower, will use its reasonable efforts to arrange for, one or more than 60 days banks or lending institutions (which banks or lending institutions shall be reasonably acceptable to Agent, Arrangers and Borrower) to become a Revolving Credit Lender and provide an additional Revolving Credit Commitment. The Agent shall provide all Revolving Credit Lenders with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment to be provided by each Revolving Credit Lender and the revised Revolving Credit Commitment Percentages which shall be applicable after the effective date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of Increase specified therein (the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its “Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing LenderIncrease Date”). In no event shall any Revolving Credit Lender be obligated to provide an additional Revolving Credit Commitment.
(b) On any Commitment Increase Date the event that, on outstanding principal balance of the 10th day Revolving Credit Loans shall be reallocated among the Revolving Credit Lenders such that after the Administrative Agent applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Revolving Credit Lender shall have delivered be equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage (as in effect after the Company’s notice, applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans. The participation interests of the Revolving Credit Lenders in Swing Loans and Letters of Credit shall have agreed pursuant be similarly adjusted. On any Commitment Increase Date those Revolving Credit Lenders whose Revolving Credit Commitment Percentage is increasing shall advance the funds to the preceding sentence Agent and the funds so advanced shall be distributed among the Revolving Credit Lenders whose Revolving Credit Commitment Percentage is decreasing as necessary to increase accomplish the required reallocation of the outstanding Revolving Credit Loans. The funds so advanced shall be Revolving Credit Base Rate Loans until converted to Revolving Credit LIBOR Rate Loans which are allocated among all Revolving Credit Lenders based on their Commitments by an aggregate amount less than Revolving Credit Commitment Percentages.
(c) Upon the effective date of each increase in the Total Commitment pursuant to this §2.11 the Agent may unilaterally revise Schedule 1.1 and the Borrower shall, if requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal execute and deliver to the unsubscribed amount; provided Agent new Revolving Credit Notes for each Revolving Credit Lender whose Revolving Credit Commitment has changed so that each Augmenting the principal amount of such Revolving Credit Lender, if ’s Revolving Credit Note shall equal its Revolving Credit Commitment. The Agent shall deliver such replacement Revolving Credit Notes to the respective Revolving Credit Lenders in exchange for the Revolving Credit Notes replaced thereby which shall be surrendered by such Revolving Credit Lenders. Such new Revolving Credit Notes shall provide that they are replacements for the surrendered Revolving Credit Notes and that they do not already constitute a Lender hereundernovation, shall be subject dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes.
(d) Notwithstanding anything to the approval contrary contained herein, the obligation of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Revolving Credit Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may pursuant to this §2.11 shall be made in an amount conditioned upon satisfaction or waiver of the following conditions precedent which is less than must be satisfied or waived prior to the effectiveness of any increase requested by of the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.Total Commitment:
Appears in 1 contract
Samples: Credit Agreement (Wheeler Real Estate Investment Trust, Inc.)
Increase in Total Commitment. (a) The Company may from Provided that no Default or Event of Default has occurred and is continuing, the Borrower shall have the one-time option to time, request an increase in the Total Commitment to not more than $50,000,000.00 by written notice to the Administrative Agent (which shall deliver a copy thereof to each Lenderthe amount of such requested increase is the “Commitment Increase”), provided that any such increase must become effective on or before December 31, 2005. Upon receipt of such notice, the Agent shall consult with Arranger and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an additional Commitment in connection with such increase in the Total Commitment. If the Borrower agrees to pay the facility fees so determined, then the Agent shall send a notice to all Lenders (the “Additional Commitment Request Notice”) informing them of the Borrower’s request that to increase the Total Commitment and of the facility fees to be increased by paid with respect thereto. Each Lender who desires to provide an amount not to exceed the Incremental Facility Amount at additional Commitment upon such time. Such notice terms shall set forth provide Agent with a written commitment letter specifying the amount of the additional Commitment by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arranger shall allocate the Commitment Increase among the Lenders who provide such commitment letters on such basis as the Agent and the Arranger shall determine in their sole discretion. If the additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then the Agent may, but shall not be obligated to, invite one or more Eligible Assignees to become a Lender and provide an additional Commitment. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be applicable after the effective date of the Commitment Increase specified therein (the “Commitment Increase Date”).
(b) On the Commitment Increase Date the outstanding principal balance of the Loans shall be reallocated among the Lenders such that after the Commitment Increase Date the outstanding principal amount of Loans owed to each Lender shall be equal to such Lender’s Commitment Percentage (as in effect after the Commitment Increase Date) of the outstanding principal amount of all Loans. On the Commitment Increase Date those Lenders whose Commitment Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall be distributed among the Lenders whose Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Loans. The funds so advanced shall be Prime Rate Loans until converted to LIBOR Loans which are allocated among all Lenders based on their Commitment Percentages. To the extent such reallocation results in certain Lenders receiving funds which are applied to LIBOR Loans prior to the last day of the applicable Interest Period, then the Borrower shall pay to the Agent for the account of the affected Lenders the LIBOR Prepayment Fee which shall be determined separately for each such Lender in the manner set forth in §3.3.
(c) Upon the effective date of each increase in the Total Commitment (pursuant to this §2.7 the Agent may unilaterally revise Schedule 1.1 and the Borrower shall execute and deliver to the Agent new Notes for each Lender whose Commitment has changed so that the principal amount of such Lender’s Note shall equal its Commitment. The Agent shall deliver such replacement Notes to the respective Lenders in exchange for the Notes replaced thereby which shall be an integral multiple of $10,000,000) surrendered by such Lenders. Such new Notes shall provide that they are replacements for the surrendered Notes and the date on which such increase is requested to become effective (which shall that they do not be less than 10 Business Days or more than 60 days after the date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or constitute a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereundernovation, shall be subject dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Notes. Within five (5) days of issuance of any new Notes pursuant to this §2.7(d), the Borrower shall deliver an opinion of counsel, addressed to the approval of the Administrative Agent Lenders and the Company Agent, relating to the due authorization, execution and each Augmenting Lender delivery of such new Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Notes shall execute all such documentation as be canceled and returned to the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may be made in an amount which is less than the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting LendersBorrower.
Appears in 1 contract
Samples: Unsecured Revolving Credit Agreement (Amerivest Properties Inc)
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to timetime before the date that is ninety (90) days prior to June 20, by written notice 2017 to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth the amount of the requested increase in the Total Commitment such that the Total Commitment does not exceed the sum of $500,000,000.00 by giving written notice to the Agent (an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $10,000,000.00. The Agent shall send a notice to all Lenders (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Commitment. Each Lender who desires to provide an additional Commitment shall provide Agent with a written commitment letter specifying the amount of the additional Commitment which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent, the Syndication Agent and the Arranger shall allocate the Commitment Increase among the Lenders who provide such commitment letters on such basis as the Agent and the Arranger, shall determine in their sole discretion. If the additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then the Agent, Arranger, Syndication Agent or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to Agent, Arranger, Syndication Agent and the Borrower) to become a Lender and provide an additional Commitment. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be an integral multiple of $10,000,000) and the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days applicable after the effective date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of Increase specified therein (the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its “Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing LenderIncrease Date”). In no event shall any Lender be obligated to provide an additional Commitment.
(b) On any Commitment Increase Date on which the event thatTotal Commitment is increased, on the 10th day outstanding principal balance of the Revolving Credit Loans shall be reallocated among the Lenders such that after the Administrative Agent applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Lender shall have delivered be equal to such Lender’s Commitment Percentage (as in effect after the Company’s notice, applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans. The participation interests of the Lenders in Swing Loans and Letters of Credit shall have agreed pursuant be similarly adjusted. On any Commitment Increase Date on which the Total Commitment is increased, those Lenders whose Commitment Percentage is increasing shall advance the funds to the preceding sentence Agent and the funds so advanced shall be distributed among the Lenders whose Commitment Percentage is decreasing as necessary to increase accomplish the required reallocation of the outstanding Revolving Credit Loans. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitments by an aggregate amount less than Commitment Percentages.
(c) Upon the effective date of each increase in the Total Commitment requested by pursuant to this §2.11 the Company, Agent may unilaterally revise Schedule 1.1 and the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal Borrower shall execute and deliver to the unsubscribed amount; provided Agent new Revolving Credit Notes for each Lender whose Commitment has changed so that each Augmenting the principal amount of such Lender, if ’s Revolving Credit Note shall equal its Commitment. The Agent shall deliver such replacement Revolving Credit Note to the respective Lenders in exchange for the Revolving Credit Notes replaced thereby which shall be surrendered by such Lenders. Such new Revolving Credit Notes shall provide that they are replacements for the surrendered Revolving Credit Notes and that they do not already constitute a Lender hereundernovation, shall be subject dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes. Simultaneously with the issuance of any new Revolving Credit Notes pursuant to this §2.11(c), the Borrower shall deliver an opinion of counsel, addressed to the approval Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Revolving Credit Notes shall be canceled and returned to the Borrower.
(d) Notwithstanding anything to the contrary contained herein, the obligation of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may pursuant to this §2.11 shall be made in an amount conditioned upon satisfaction of the following conditions precedent which is less than must be satisfied prior to the effectiveness of any increase requested by of the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.Total Commitment:
Appears in 1 contract
Samples: Credit Agreement (Tier Reit Inc)
Increase in Total Commitment. (a) The Company may So long as the Incremental Loan Commitment Requirements are satisfied, the Borrower shall have the right at any time after the Effective Date, and from time to timetime after the Effective Date, by written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that an increase of the Total Commitment be increased by Commitments to an amount not to exceed $450,000,000. Any such requested increase shall be first made in writing to all existing Lenders on a pro rata basis. In the Incremental Facility Amount at such time. Such notice shall set forth event that any existing Lender does not notify the amount Administrative Agent within twenty-one (21) Business Days from the receipt of the requested increase in that the Total Commitment (which shall be an integral multiple of $10,000,000) and the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days after the date of such notice), and shall offer to each existing Lender the opportunity to will increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after amount of its increase, the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each existing Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined the requested increase of its Commitment. To the extent that one or more existing Lenders decline to increase its Commitment) (each Lender so declining their respective Commitments, or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence decline to increase their Commitments to the amount requested by the Borrower, Xxxxx Fargo may arrange for other Persons to become Lenders hereunder and to issue commitments in an aggregate amount less than equal to the amount of the increase in the Total Commitment Commitments requested by the CompanyBorrower and not accepted by the existing Lenders (each such increase by either means, the Company may arrange for one a “Commitment Increase,” and each such Person issuing, or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called Lender increasing, its Commitment, an “Augmenting Additional Commitment Lender”); provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Borrower, and (ii) any Additional Commitment Lender which may include any Lender, to extend Commitments or increase their is not an existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent Agent, the Issuing Bank, the Swingline Lender and, provided no Event of Default has occurred and is continuing, the Company Borrower (which approval shall not be unreasonably withheld), and (iii) nothing contained herein shall constitute the unconditional obligation of Xxxxx Fargo to provide or obtain commitments for such Commitment Increase, as Xxxxx Fargo is only agreeing hereby to use its best efforts to arrange for Additional Commitment Lenders. Each Commitment Increase shall be in a minimum aggregate amount of at least $10,000,000 and in integral multiples of $10,000,000 in excess thereof.
(b) No Commitment Increase shall become effective unless and until each Augmenting of the following conditions has been satisfied:
(i) the Borrower, the Administrative Agent, and any Additional Commitment Lender shall execute all have executed and delivered a joinder to the Loan Documents in such documentation form as the Administrative Agent may reasonably require;
(ii) the Incremental Loan Commitment Requirements shall specify have been satisfied;
(iii) the Borrower shall have paid such fees and other compensation to evidence its the Additional Commitment Lenders as the Borrower and each such Additional Commitment Lenders may agree;
(iv) the Borrower shall have paid such arrangement fees to the Administrative Agent and/or its status Xxxxx Fargo as the Borrower and such Persons may agree;
(v) if requested by the Administrative Agent, the Borrower shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date;
(vi) to the extent requested by any Additional Commitment Lender, a Note will be issued at the Borrower’s expense, to each such Additional Commitment Lender, to be in conformity with requirements of Section 2.09 hereof (with appropriate modification) to the extent necessary to reflect the new Commitment of such Additional Commitment Lender; and
(vii) the Borrower and the Additional Commitment Lenders shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested.
(c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Commitment Increase (with each date of such effectiveness being referred to herein as a Lender “Commitment Increase Date”), and at such time (i) the Total Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, (ii) Schedule 1.1 shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders, and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased Total Commitments (including, without limitation, Section 2.01(a)(i)).
(d) In connection with Commitment Increases hereunder. Any , the Lenders and the Borrower agree that, notwithstanding anything to the contrary in this Agreement, (i) the Borrower shall, in coordination with the Administrative Agent, (x) repay outstanding Loans of certain Lenders, and obtain Loans from certain other Lenders (including the Additional Commitment Lenders), but in no event in excess of each such Lender’s Commitment, or (y) take such other actions as reasonably may be required by the Administrative Agent, in each case to the extent necessary so that all of the Lenders effectively participate in each of the outstanding Loans pro rata on the basis of their Commitment Percentages (determined after giving effect to any increase in the Total Commitment may be made Commitments pursuant to this Section 2.02), and (ii) the Borrower shall pay to the Lenders any costs of the type referred to in an amount which is less than the increase requested by the Company if the Company is unable Section 2.21 in connection with any repayment and/or Loans required pursuant to arrange for, or chooses not to arrange for, Augmenting Lenderspreceding clause (i).
Appears in 1 contract
Samples: Credit Agreement (Stage Stores Inc)
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to time, by written notice time prior to the Administrative Agent (which shall deliver a copy thereof applicable maturity date of such Revolving Credit Loans or Term Loans to each Lender), request that an increase in the Total Revolving Credit Commitment, the Total Term Loan A Commitment be increased and/or the Total Term Loan B Commitment, each in increments of $10,000,000.00 by an aggregate amount not of increases to exceed the Incremental Facility Amount at such time. Such notice shall set forth Total Revolving Credit Commitment, the Total Term A Loan Commitment and Total Term Loan B Commitment of up to $300,000,000.00 (the amount of the requested increase to be set forth in the Increase Notice) (which, assuming no previous reduction in the Revolving Credit Commitments or the Term Loan Commitments, would result in a maximum Total Commitment of $1,500,000,000.00), written notice to the Agent (an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”). The execution and delivery of the Increase Notice by the Borrower shall constitute a representation and warranty by the Borrower that all the conditions set forth in this §2.11 shall have been satisfied on the date of such Increase Notice. The Commitment Increase may be allocated (1) to the then existing Revolving Credit Commitments, (2) as a new revolving tranche having the same terms as the then existing Revolving Credit Commitments, (3) to the then existing Term Loan A Commitments having the same terms as the existing Term Loan A Commitments, (4) to the then existing Term Loan B Commitments having the same terms as the existing Term Loan B Commitments, or (5) any combination thereof satisfactory to Agent and existing or additional Revolving Credit Lenders, Term Loan A Lenders or Term Loan B Lenders, as applicable, providing such additional Revolving Credit Commitments, Term Loan A Commitments or Term Loan B Commitments, as applicable.
(b) Upon receipt of any Increase Notice, the Agent shall consult with KCM and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an additional Revolving Credit Commitment, Term Loan A Commitment or Term Loan B Commitment, as applicable, in connection with such increase in the Total Revolving Credit Commitment, Total Term Loan A Commitment or Total Term Loan B Commitment, as applicable (which shall be in addition to the fees to be paid to Agent or KCM pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined, then the Agent shall send a notice to all Revolving Credit Lenders, Term Loan A Lenders or Term Loan B Lenders, as applicable, (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Revolving Credit Commitment, Total Term Loan A Commitment or Total Term Loan B Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an integral multiple additional Revolving Credit Commitment, Term Loan A Commitment or Term Loan B Commitment, as applicable, upon such terms shall provide Agent with a written commitment letter specifying the amount of $10,000,000) and the date on additional Revolving Credit Commitment, Term Loan A Commitment or Term Loan B Commitment, as applicable, which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and KCM shall allocate the Commitment Increase among the Revolving Credit Lenders, Term Loan A Lenders or Term Loan B Lenders, as applicable, who provide such commitment letters on such basis as the Agent and KCM shall determine after consultation with the Borrower. If the additional Revolving Credit Commitments, Term Loan A Commitments or Term Loan B Commitments, as applicable, so provided are not sufficient to provide the full amount of the Commitment Increase requested to become effective (which by the Borrower, then the Agent, KCM or the Borrower may, but shall not be less than 10 Business Days or more than 60 days after the date of such notice)obligated to, and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for invite one or more banks or other financial lending institutions (any such bank which banks or other financial institution referred lending institutions shall be acceptable to in this clause Agent, KCM and the Borrower) to become a Revolving Credit Lender, Term Loan A Lender or Term Loan B Lender and provide an additional Revolving Credit Commitment, Term Loan A Commitment or Term Loan B Commitment, as applicable. The Agent shall provide all Revolving Credit Lenders, Term Loan A Lenders or Term Loan B Lenders, as applicable, with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment, Term Loan A Commitment or Term Loan B Commitment, to be provided by each Revolving Credit Lender, Term Loan A Lender or Term Loan B Lender, as applicable, and the revised Revolving Credit Commitment Percentages, Term Loan A Commitment Percentages or Term Loan B Commitment Percentages, as applicable, which shall be applicable after the effective date of the Commitment Increase specified therein (a) being called an the “Augmenting LenderIncrease Date”). In no event shall any Lender be obligated to provide an additional Revolving Credit Commitment, which may include Term Loan A Commitment or Term Loan B Commitment.
(c) On any LenderIncrease Date the outstanding principal balance of the Revolving Credit Loans, to extend Commitments Term Loans A or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting LenderTerm Loans B, if not already a Lender hereunderas applicable, shall be subject reallocated among the Revolving Credit Lenders, Term Loan A Lenders or Term Loan B Lenders, as applicable, such that after the applicable Increase Date the outstanding principal amount of Revolving Credit Loans, Term Loans A or Term Loans B owed to each Lender shall be equal to such Lender’s Revolving Credit Commitment Percentage, Term Loan A Commitment Percentage or Term Loan B Commitment Percentage (as in effect after the approval applicable Increase Date) of the Administrative Agent and the Company and each Augmenting Lender shall execute outstanding principal amount of all such documentation Revolving Credit Loans, Term Loans A or Term Loans B, as the Administrative Agent shall specify applicable. On any Increase Date with respect to evidence its Commitment and/or its status as a Lender hereunder. Any an increase in the Total Revolving Credit Commitment, the Swing Loan Commitment shall increase proportionately (rounded to the next lowest integral multiple of $100,000). The participation interests of the Revolving Credit Lenders in Swing Loans and Letters of Credit shall be similarly adjusted. On any Increase Date those Revolving Credit Lenders, Term Loan A Lenders or Term Loan B Lenders whose Revolving Credit Commitment Percentage, Term Loan A Commitment Percentage or Term Loan B Commitment Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall be distributed among the Revolving Credit Lenders, Term Loan A Lenders or Term Loan B Lenders, as applicable, whose Revolving Credit Commitment Percentage, Term Loan A Commitment Percentage or Term Loan B Commitment Percentage, as applicable, is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans, Term Loans A or Term Loans B, as applicable. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitment Percentages. The Borrower further agrees to pay the Breakage Costs, if any, resulting from any Commitment Increase.
(d) Upon the effective date of each increase in the Total Revolving Credit Commitment, Total Term Loan A Commitment or Total Term Loan B Commitment pursuant to this §2.11, the Agent may unilaterally revise Schedule 1.1 and the Borrower shall execute and deliver to the Agent new Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes and a Swing Loan Note for each Lender whose Commitment has changed and for the Swing Loan Lender so that the principal amount of such Revolving Credit Lender’s Revolving Credit Note shall equal its Revolving Credit Commitment, such Term Loan A Lender’s Term Loan A Note shall equal its Term Loan Commitment such Term Loan B Lender’s Term Loan B Note and the Swing Loan Lender’s Swing Loan Note shall equal its Swing Loan Commitment. If there is an increase to the Revolving Credit Commitment, Borrower shall also execute and deliver to each Revolving Credit Lender a Bid Loan Note in the face amount of the new Bid Loan Sublimit. The Agent shall deliver such replacement Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes, Bid Loan Notes and Swing Loan Note to the respective Lenders in exchange for the Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes, Bid Loan Notes and Swing Loan Note replaced thereby which shall be made surrendered by such Lenders. Such new Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes, Bid Loan Notes and Swing Loan Note shall provide that they are replacements for the surrendered Revolving Credit Notes, Term A Loan Notes, Term Loan B Notes, Bid Loan Notes or Swing Loan Note, as applicable, and that they do not constitute a novation, shall be dated as of the Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes, Bid Loan Notes or Swing Loan Note, as applicable. In connection therewith, the Borrower shall deliver an amount opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes, Term A Loan Notes, Term Loan B Notes, Bid Loan Notes and Swing Loan Note and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Revolving Credit Notes, Term Loan A Notes, Term Loan B Notes, Bid Loan Notes and Swing Loan Note shall be canceled and returned to the Borrower.
(e) Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the Revolving Credit Lenders to increase the Total Revolving Credit Commitment, the Agent and the Term Loan A Lenders to increase the Total Term Loan A Commitment or the Agent and the Term Loan B Lenders to increase the Total Term Loan B Commitment, as applicable, pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which is less than must be satisfied prior to the effectiveness of any increase requested by of the Company if Total Revolving Credit Commitment, the Company is unable to arrange forTotal Term Loan A Commitment or Total Term Loan B Commitment, or chooses not to arrange for, Augmenting Lenders.as applicable:
Appears in 1 contract
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option, at any time and from time to time, before the Maturity Date to obtain one or more increases in the Total Commitment to an aggregate amount of not more than $100,000,000.00 by giving written notice to the Administrative Agent (which each, an “Increase Notice”; and the amount of such requested increase is a “Commitment Increase”); provided that any such individual increase must be in a minimum amount of $10,000,000.00 and increments of $5,000,000.00 in excess thereof unless otherwise approved by the Agent in its reasonable discretion. Upon receipt of any Increase Notice, the Agent shall deliver a copy thereof to each Lender), request that consult with the Total Commitment be increased by an amount not to exceed Arranger and shall notify the Incremental Facility Amount at such time. Such notice shall set forth Borrower of the amount of the facility fees requested to be paid to any Lenders who increase their respective Commitment in connection with such increase in the Total Commitment (which shall be in addition to the fees to be paid to the Arranger pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so requested, the Agent shall send a notice to all Lenders (each, an integral multiple “Additional Commitment Request Notice”) informing them of $10,000,000) the Borrower’s request to increase the Total Commitment and of the date on which such increase is requested facility fees to become effective (which shall not be less than 10 Business Days or more than 60 days after the date of such notice), and shall offer to each paid with respect thereto. Each Lender the opportunity who desires to increase its Commitment by its Pro Rata Percentage upon such terms shall provide the Agent with a written commitment letter specifying the amount of such increase which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the Arranger shall allocate the Commitment Increase among the Lenders who provide such commitment letters on such basis as the Borrower, the Agent and the Arranger shall jointly determine. If the increases to the Commitments so provided are not sufficient to provide the full amount of the proposed increased amount. Each Lender shallCommitment Increase requested by the Borrower, by notice then the Agent, Arranger or the Borrower may accept the amount of the Commitment Increase offered and/or may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to the Company Agent, the Arranger and the Administrative Borrower) to become a Lender and provide an additional Commitment. The Agent given not more than 10 days shall provide all Lenders with a notice setting forth the amount, if any, of the additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be applicable after the effective date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount Commitment Increase specified therein (each Lender so agreeing being an each, a “Increasing LenderCommitment Increase Date”) or decline to increase its Commitment (and ). In no event shall any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined obligated to increase its Commitment.
(b) (On any Commitment Increase Date the outstanding principal balance of the Revolving Credit Loans shall be reallocated among the Lenders such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Lender so declining or being deemed shall be equal to have declined being a “Non-Increasing such Lender”). In the event that, on the 10th day ’s Commitment Percentage (as in effect after the Administrative Agent shall have delivered applicable Commitment Increase Date) of the Company’s notice, outstanding principal amount of all Revolving Credit Loans. The participation interests of the Lenders in Swing Loans and Letters of Credit shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the be similarly adjusted. Each increase in the Total Commitment requested by shall also result in a proportionate increase (rounded to the Company, next lowest integral multiple of $100,000) in the Company may arrange for one or more banks or other financial institutions maximum amount of Swing Loan Commitment and Letter of Credit Commitment (any such bank or other financial institution referred but not to in this clause (a) being called an “Augmenting exceed the Commitment of the Lender acting as the Swing Loan Lender and Issuing Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal and the Borrower shall execute and deliver to the unsubscribed amount; provided Agent a new Swing Loan Note for the Swing Loan Lender so that the principal amount of the Swing Loan Note shall equal the Swing Loan Commitment. On any Commitment Increase Date, each Augmenting Lender, if not already a Lender hereunder, of those Lenders whose Commitment Percentage is increasing shall be subject advance the funds to the approval of the Administrative Agent and the Company and funds so advanced shall be distributed among the Lenders whose Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitment Percentages.
(c) Upon the effective date of each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment pursuant to this §2.11, the Agent may unilaterally revise Schedule 1.1 to reflect the name and address, Commitment and Commitment Percentage of each Lender following such increase and the Borrower shall execute and deliver to the Agent a new Revolving Credit Note for each Lender whose Commitment has changed so that the principal amount of such Lender’s Revolving Credit Note shall equal its Commitment. The Agent shall deliver such replacement Revolving Credit Note to the respective Lenders in exchange for the Revolving Credit Notes replaced thereby which shall be made surrendered by such Lenders. Such new Revolving Credit Notes shall provide that they are replacements for the surrendered Revolving Credit Notes, and that they do not constitute a novation, shall be dated as of the applicable Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes. Simultaneously with such increase, the Borrower shall deliver an amount opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Revolving Credit Notes shall be canceled and returned to the Borrower.
(d) Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the Lenders to increase the Total Commitment pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which is less than must be satisfied prior to the effectiveness of any increase requested by of the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.Total Commitment:
Appears in 1 contract
Samples: Credit Agreement (NorthStar Healthcare Income, Inc.)
Increase in Total Commitment. (a) The Company may So long as the Incremental Loan Commitment Requirements are satisfied, the Borrower shall have the right at any time, and from time to time, by written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that an increase of the Total Commitment be increased by to an amount not to exceed $200,000,000. Any such requested increase shall be first proposed in writing to all existing Lenders on a pro rata basis. In the Incremental Facility Amount at such time. Such notice shall set forth event that any existing Lender does not notify the amount Administrative Agent within twenty-one (21) Business Days from the receipt of the requested increase in that the Total Commitment (which shall be an integral multiple of $10,000,000) and the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days after the date of such notice), and shall offer to each existing Lender the opportunity to will increase its Commitment by its Pro Rata Percentage and of the proposed increased amount. Each amount of its increase, the existing Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined the requested increase of its Commitment. To the extent that one or more existing Lenders decline to increase its Commitment) (each Lender so declining their respective Commitments, or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence decline to increase their Commitments to the amount requested by the Borrower, the Arranger may arrange for other Persons to become Lenders hereunder and to issue commitments in an aggregate amount less than equal to the amount of the increase in the Total Commitment requested by the CompanyBorrower and not accepted by the existing Lenders (each such increase by either a Lender or another Person, the Company may arrange for one a "Commitment Increase," and each such Person issuing, or more banks or other financial institutions Lender increasing, its Commitment, an "Additional Commitment Lender"); provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such bank or other financial institution referred to in this clause request by the Borrower, and (aii) being called any Additional Commitment Lender which is not an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent Agent, the Issuing Bank, and the Company Swingline Lender (which approval shall not be unreasonably withheld), and each Augmenting Lender (iii) nothing contained herein shall execute all constitute the unconditional obligation of the Arranger to provide or obtain commitments for such documentation requested Commitment Increase, as the Administrative Agent shall specify Arranger only is agreeing hereby to evidence use its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may be made in an amount which is less than the increase requested by the Company if the Company is unable best efforts to arrange for, or chooses not to arrange for, Augmenting for Additional Commitment Lenders. Each Commitment Increase shall be in a minimum aggregate amount of at least $10,000,000 and in integral multiples of $10,000,000 in excess thereof.
Appears in 1 contract
Samples: Credit Agreement (Petsmart Inc)
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to timetime before the date that is forty-five (45) days prior to the Revolving Credit Maturity Date (as the same may be extended pursuant to §2.12 below), Term Loan A Maturity Date or Term Loan B Maturity Date, as applicable, to request an increase in the Total Revolving Credit Commitment, the Total Term Loan A Commitment and/or the Total Term Loan B Commitment such that after giving effect to such increase the Total Commitment does not exceed $425,000,000.00 in the aggregate by giving written notice to the Administrative Agent (each, an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $5,000,000.00. Upon receipt of any Increase Notice, the Agent shall consult with Arranger and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, as applicable, in connection with such increase in the Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, as applicable (which shall deliver a copy thereof be in addition to each Lenderthe fees to be paid to Arranger pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined (and/or such other fees as may be agreed to by the Borrower, Agent and/or Arranger in connection with such Commitment Increase), then the Agent shall send a notice to all Revolving Credit Lenders, Term Loan A Lenders and/or Term Loan B Lenders, as applicable (the “Additional Commitment Request Notice”) informing them of the Borrower’s request that to increase the Total Revolving Credit Commitment, the Total Term Loan A Commitment or the Total Term Loan B Commitment, as applicable, and of the facility fees to be increased by paid with respect thereto. Each Revolving Credit Lender, Term Loan A Lender or Term Loan B Lender, as applicable, who desires to provide an amount not to exceed the Incremental Facility Amount at additional Revolving Credit Commitment, Term Loan A Commitment or Term Loan B Commitment, as applicable, upon such time. Such notice terms shall set forth provide Agent with a written commitment letter specifying the amount of the additional Revolving Credit Commitment, Term Loan A Commitment or Term Loan B Commitment, as applicable, by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase in is oversubscribed then the Total Commitment (which shall be an integral multiple of $10,000,000) Agent and the date Arranger shall allocate the Commitment Increase among the Revolving Credit Lenders, Term Loan A Lenders or Term Loan B Lenders, as applicable, who provide such commitment letters on which such increase is basis as the Agent and the Arranger shall determine in their sole discretion. If the additional Revolving Credit Commitments, Term Loan A Commitments or Term Loan B Commitments, as applicable, so provided are not sufficient to provide the full amount of the such Commitment Increase requested to become effective (which by the Borrower, then the Agent, Arranger or Borrower may, but shall not be less than 10 Business Days or more than 60 days after the date of such notice)obligated to, and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for invite one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may be made in an amount which is less than the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.banks
Appears in 1 contract
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to time, by written notice time before the date that is one (1) year prior to the Administrative Agent (which shall deliver a copy thereof Maturity Date to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth the amount of the requested increase in the Total Commitment by giving written notice to the Agent (an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $5,000,000.00 and increments of $1,000,000.00 in excess thereof, and the Total Commitment shall not exceed $600,000,000.00. Upon receipt of any Increase Notice, the Agent shall consult with KCM and shall notify the Borrower of the amount of the facility fees to be paid to any Lenders who provide an additional Commitment, in connection with such increase in the Commitment pursuant to the Agreement Regarding Fees. If the Borrower agrees to pay the facility fees so determined, the Agent shall send a notice to all Lenders (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Commitment and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an additional Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional Commitment which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and KCM shall allocate the Commitment Increase among the Lenders who provide such commitment letters on such basis as the Agent and KCM, shall determine in their sole discretion. If the additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase that is requested by the Borrower, then the Agent, KCM, or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to Agent, KCM, and the Borrower) to become a Lender and provide an additional Commitment. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be an integral multiple of $10,000,000) and the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days applicable after the effective date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of Increase specified therein (the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its “Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing LenderIncrease Date”). In no event shall any Lender be obligated to provide an additional Commitment.
(b) [Intentionally Omitted.]
(c) [Intentionally Omitted.]
(d) Upon the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the effective date of each increase in the Total Commitment requested by pursuant to this §2.11 the CompanyAgent may unilaterally revise Schedule 1.1 to reflect the name and address, Commitment and Commitment Percentage of each Lender following such increase and the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal Borrower shall execute and deliver to the unsubscribed amount; provided Agent new Term Loan Notes for each Lender whose Commitment has changed so that each Augmenting the principal amount of such Lender, if ’s Term Loan Note shall equal its Commitment. The Agent shall deliver such replacement Term Loan Notes to the respective Lenders in exchange for the Term Loan Notes replaced thereby which shall be surrendered by such Lenders. Such new Term Loan Notes shall provide that they are replacements for the surrendered Term Loan Notes and that they do not already constitute a Lender hereundernovation, shall be subject dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Term Loan Notes. In connection therewith, the Borrower shall deliver an opinion of counsel, addressed to the approval Lenders and the Agent, relating to the due authorization, execution and delivery of such new Term Loan Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Term Loan Notes shall be canceled and returned to the Borrower.
(e) Notwithstanding anything to the contrary contained herein, the obligation of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may pursuant to this §2.11 shall be made in an amount conditioned upon satisfaction of the following conditions precedent which is less than must be satisfied prior to the effectiveness of any increase requested by of the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.Total Commitment:
Appears in 1 contract
Samples: Term Loan Agreement (Carter Validus Mission Critical REIT II, Inc.)
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to timetime before May 6, 2011 to request an increase in the Total Commitment to not more than $100,000,000.00 by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth “Increase Notice”; and the amount of such requested increase is the requested “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $5,000,000.00. Upon receipt of any Increase Notice, the Agent shall consult with Arranger and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an additional Commitment in connection with such increase in the Total Commitment (which shall be in addition to the fees to be paid to Agent or Arranger pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined, then the Agent shall send a notice to all Lenders (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Commitment and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an integral multiple additional Commitment upon such terms shall provide Agent with a written commitment letter within ten (10) Business Days of $10,000,000) receipt of the Additional Commitment Request Notice, specifying the amount of the additional Commitment by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the date Arranger shall allocate the Commitment Increase among the Lenders who provide such commitment letters on which such increase is basis as the Agent and the Arranger shall determine in their sole discretion. If, as of the tenth (10th) Business Day after receipt by Lenders of the Additional Commitment Request Notice, the additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested to become effective (which by the Borrower, then the Agent, Arranger or Borrower may, but shall not be less than 10 Business Days obligated to, invite one or more than 60 days banks or lending institutions (which banks or lending institutions shall be acceptable to Agent, Arranger and Borrower) to become a Lender and provide an additional Commitment. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be applicable after the effective date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of Increase specified therein (the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its “Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing LenderIncrease Date”). In no event shall any Lender be obligated to provide an additional Commitment.
(b) On any Commitment Increase Date the event that, on outstanding principal balance of the 10th day Revolving Credit Loans shall be reallocated among the Lenders such that after the Administrative Agent applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Lender shall have delivered be equal to such Lender’s Commitment Percentage (as in effect after the Company’s notice, applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans. The participation interests of the Lenders in Swing Loans and Letters of Credit shall have agreed pursuant be similarly adjusted. On any Commitment Increase Date those Lenders whose Commitment Percentage is increasing shall advance the funds to the preceding sentence Agent and the funds so advanced shall be distributed among the Lenders whose Commitment Percentage is decreasing as necessary to increase accomplish the required reallocation of the outstanding Revolving Credit Loans. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitments by an aggregate amount less than Commitment Percentages.
(c) Upon the effective date of each increase in the Total Commitment requested by pursuant to this §2.11 the Company, Agent may unilaterally revise Schedule 1.1 and the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal Borrower shall execute and deliver to the unsubscribed amount; provided Agent new Revolving Credit Notes for each Lender whose Commitment has changed so that each Augmenting the principal amount of such Lender, if ’s Revolving Credit Note shall equal its Commitment. The Agent shall deliver such replacement Revolving Credit Notes to the respective Lenders in exchange for the Revolving Credit Notes replaced thereby which shall be surrendered by such Lenders. Such new Revolving Credit Notes shall provide that they are replacements for the surrendered Revolving Credit Notes and that they do not already constitute a Lender hereundernovation, shall be subject dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes. Upon Agent’s request within five (5) days of issuance of any new Revolving Credit Notes pursuant to this §2.11(c), the Borrower shall deliver an opinion of counsel, addressed to the approval Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Revolving Credit Notes shall be canceled and returned to the Borrower.
(d) Notwithstanding anything to the contrary contained herein, the obligation of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may pursuant to this §2.11 shall be made in an amount conditioned upon satisfaction of the following conditions precedent which is less than must be satisfied prior to the effectiveness of any increase requested by of the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.Total Commitment:
Appears in 1 contract
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.10, the Borrower shall have the option at any time and from time to time, time before the date that is forty-five (45) days prior to the Maturity Date (or the extended maturity date if Borrower exercises its extension option pursuant to §2.11) to request an increase in the Total Commitment to not more than $125,000,000.00 by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth “Increase Notice”; and the amount of such requested increase is the requested “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $5,000,000.00. Upon receipt of any Increase Notice, the Agent shall consult with Arranger and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an additional Commitment in connection with such increase in the Total Commitment (which shall be in addition to the fees to be paid to Arranger pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined, then the Agent shall send a notice to all Lenders (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Commitment and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an integral multiple additional Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of $10,000,000) the additional Commitment by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the date Arranger shall allocate the Commitment Increase among the Lenders who provide such commitment letters on which such increase is basis as the Agent and the Arranger shall determine in their sole discretion. If the additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested to become effective (which by the Borrower, then the Agent, Arranger or Borrower may, but shall not be less than 10 Business Days obligated to, invite one or more than 60 days banks or lending institutions (which banks or lending institutions shall be reasonably acceptable to Agent, Arranger and Borrower) to become a Lender and provide an additional Commitment. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be applicable after the effective date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of Increase specified therein (the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its “Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing LenderIncrease Date”). In no event shall any Lender be obligated to provide an additional Commitment.
(b) On any Commitment Increase Date the event that, on outstanding principal balance of the 10th day Loans shall be reallocated among the Lenders such that after the Administrative Agent applicable Commitment Increase Date the outstanding principal amount of Loans owed to each Lender shall have delivered be equal to such Lender’s Commitment Percentage (as in effect after the Company’s notice, applicable Commitment Increase Date) of the outstanding principal amount of all Loans. The participation interests of the Lenders in Letters of Credit shall have agreed be similarly adjusted. On any Commitment Increase Date those Lenders whose Commitment Percentages are increasing shall advance the funds to the Agent and the funds so advanced shall be distributed among the Lenders whose Commitment Percentages are decreasing as necessary to accomplish the required reallocation of the outstanding Loans. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitment Percentages. To the extent such reallocation results in certain Lenders receiving funds which are applied to LIBOR Rate Loans prior to the last day of the applicable Interest Period, then the Borrower shall pay to the Agent for the account of the affected Lenders the Breakage Costs for each such Lender (provided that the parties agree to attempt to coordinate the closing of any increase of the Total Commitment to minimize Breakage Costs that may come due); provided, however, each Lender agrees to apply any amounts received by them pursuant to this §2.10(b) first to the preceding sentence principal of any Base Rate Loans held by such Lender and then to increase their Commitments the principal of LIBOR Rate Loans held by an aggregate amount less than such Lender.
(c) Upon the effective date of each increase in the Total Commitment requested by pursuant to this §2.10 the Company, Agent may unilaterally revise Schedule 1 and the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal Borrower shall execute and deliver to the unsubscribed amount; provided Agent new Notes for each Lender whose Commitment has changed so that each Augmenting the principal face amount of such Lender, if ’s Note shall equal its Commitment. The Agent shall deliver such replacement Notes to the respective Lenders in exchange for the Notes replaced thereby which shall be surrendered by such Lenders. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not already constitute a Lender hereundernovation, shall be subject dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Notes. Within five (5) days of issuance of any new Notes pursuant to this §2.10(c), the Borrower shall deliver an opinion of counsel, addressed to the approval Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Notes shall be promptly canceled and returned to the Borrower.
(d) Notwithstanding anything to the contrary contained herein, the obligation of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may pursuant to this §2.10 shall be made in an amount conditioned upon satisfaction of the following conditions precedent which is less than must be satisfied prior to the effectiveness of any increase requested by of the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.Total Commitment:
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Gladstone Commercial Corp)
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrowers shall have the option at any time and from time to time, time before the date that is thirty (30) days prior to the Revolving Credit Maturity Date (or the extended maturity date if Borrowers exercise their extension option pursuant to §2.12) to request an increase in the Total Commitment to not more than SEVEN HUNDRED MILLION DOLLARS ($700,000,000) by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth “Increase Notice”; and the amount of such requested increase is the requested “Commitment Increase”), with such Commitment Increase being allocated to the Revolving Credit Facility and/or the Term Loan Facility in such fashion as the Borrowers may designate; provided that any such individual increase must be in a minimum amount of $25,000,000 and incremental amounts of $5,000,000 in excess thereof. Upon receipt of any Increase Notice, the Agent shall consult with Arrangers and shall notify the Borrowers of the amount of facility fees to be paid to any Lenders who provide an additional Commitment in connection with such increase in the Total Commitment (which shall be in addition to the fees to be paid to Agent or Arrangers pursuant to the Agreement Regarding Fees). If the Borrowers agree to pay the facility fees so determined, then the Agent shall send a notice to all Lenders (the “Additional Commitment Request Notice”) informing them of the Borrowers’ request to increase the Total Commitment, the applicable Facility to be increased, and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an integral multiple additional Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of $10,000,000) the additional Commitment by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and the date Arrangers shall allocate the Commitment Increase among the Lenders who provide such commitment letters on which such increase is basis mutually acceptable to each of the Borrowers, Agent and Arrangers. If the additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested to become effective (which by the Borrowers, then the Agent, Arrangers or Borrowers may, but shall not be less than 10 Business Days obligated to, invite one or more than 60 days banks or lending institutions (which banks or lending institutions shall be reasonably acceptable to Agent, Arrangers and Parent Borrower) to become a Lender and provide an additional Commitment. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be applicable after the effective date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of Increase specified therein (the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its “Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing LenderIncrease Date”). In no event shall any Lender be obligated to provide an additional Commitment.
(b) On any Commitment Increase Date the event that, on outstanding principal balance of the 10th day applicable Loans shall be reallocated among the Lenders such that after the Administrative applicable Commitment Increase Date the outstanding principal amount of Loans owed to each Lender shall be equal to such Lender’s, as applicable, Revolving Credit Commitment Percentage and/or Term Loan Commitment Percentage (as in effect after the applicable Commitment Increase Date) of the outstanding principal amount of the applicable Loans. The participation interests of the Revolving Credit Lenders in Swing Loans, Letters of Credit, and Alternative Currency Risk Participations shall be similarly adjusted as applicable. On any Commitment Increase Date those Lenders whose applicable Commitment Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall have delivered the Company’s notice, be distributed among the Lenders whose applicable Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Loans. The funds so advanced shall have agreed pursuant be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their applicable Revolving Credit Commitment Percentages and/or Term Loan Commitment Percentages.
(c) Upon the preceding sentence to increase their Commitments by an aggregate amount less than the effective date of each increase in the Total Commitment pursuant to this §2.11 the Agent may unilaterally revise Schedule 1.1 and the Borrowers shall, if requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal execute and deliver to the unsubscribed amount; provided Agent new Notes for each Lender whose Commitment has changed so that each Augmenting the principal amount of such Lender, if ’s applicable Notes shall equal its applicable Commitment. The Agent shall deliver such replacement Notes to the respective Lenders in exchange for the Notes replaced thereby which shall be surrendered by such Lenders. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not already constitute a Lender hereundernovation, shall be subject dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Notes.
(d) Notwithstanding anything to the approval contrary contained herein, the obligation of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may pursuant to this §2.11 shall be made in an amount conditioned upon satisfaction or waiver of the following conditions precedent which is less than must be satisfied or waived prior to the effectiveness of any increase requested by of the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.Total Commitment:
Appears in 1 contract
Increase in Total Commitment. (a) The Provided there exists no Default, upon notice to the Agent (which shall promptly notify the Lenders), the Company may from time to time, by written notice to with the Administrative Agent (which shall deliver a copy thereof to each Lender)consent of all of the Lenders, request that an increase in the Total Commitment be increased by an amount not exceeding $30,000,000. At the time of sending such notice, the Company (in consultation with the Agent) shall specify the time period within which each Lender is requested to exceed respond (which shall in no event be less than ten Business Days from the Incremental Facility Amount at date of delivery of such timenotice to the Lenders). Such notice Each Lender shall set forth notify the amount Agent within such time period whether or not it agrees to the increase in the Total Commitment and if it is willing to increase its Commitment. Any Lender not responding within such time period shall be deemed to have declined the Company's request. The Agent shall notify the Company and each Lender of the Lenders' responses to each request made hereunder. In the event all of the Lenders have agreed to the requested increase in the Total Commitment but one or more Lenders have declined to increase their own Commitment, to achieve the full amount of a requested increase, the Company may also invite additional banks or financial institutions satisfactory to the Agent and the Lenders to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Agent and its counsel.
(which b) If the Aggregate Commitments are increased in accordance with this Section, the Agent and the Company shall be an integral multiple of $10,000,000determine the effective date (the "Increase Effective Date") and the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days after the date final allocation of such notice)increase, and in accordance with Lender's notice given pursuant to Subsection 2.12
(a) The Agent shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to promptly notify the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion Lenders of the offered amount final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company shall deliver to the Agent a certificate of the Company dated as of the Increase Effective Date (in sufficient copies for each Lender so agreeing being Lender) signed by a responsible officer of the Company (i) certifying and attaching the resolutions adopted by the Company approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Section 5 hereof and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an “Increasing Lender”earlier date in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.12, the representations and warranties contained in subsection (a) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days Section 5.1 shall be deemed to have declined refer to increase its Commitmentthe most recent statements furnished pursuant to subsections (a) and (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”b), respectively, of Section 6.1, and (B) no Default exists. In the event that, The Company shall prepay any Loans outstanding on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed Increase Effective Date (and pay any additional amounts required pursuant to Section 2.5(c)) to the preceding sentence extent necessary to increase their Commitments by an aggregate amount less than keep the outstanding Loans ratable with any revised pro rata shares arising from any nonratable increase in the Total Commitment requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in Commitments under this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may be made in an amount which is less than the increase requested by the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting LendersSection.
Appears in 1 contract
Samples: Credit Agreement (Vertrue Inc)
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.12, the Borrowers shall have the option at any time and from time to time, time before at least three (3) months prior to the Revolving Credit Maturity Date to request an increase in the Total Commitment to not more than $150,000,000 (after giving effect to each such increase) by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth “Increase Notice”; and the amount of such requested increase is the requested “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $10,000,000. Upon receipt of any Increase Notice, the Agent shall consult with Arrangers and within ten (10) days shall notify the Borrowers of the amount of facility fees to be paid to any Revolving Credit Lenders who provide an additional Revolving Credit Commitment in connection with such increase in the Total Commitment (which shall be in addition to the fees to be paid to Agent or Arrangers pursuant to the Agreement Regarding Fees). If the Borrowers agree to pay the facility fees so determined, then the Agent promptly shall send a notice to all Revolving Credit Lenders (the “Additional Commitment Request Notice”) informing them of the Borrowers’ request to increase the Total Commitment and of the facility fees to be paid with respect thereto. Each Revolving Credit Lender who desires to provide an integral multiple additional Revolving Credit Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of $10,000,000the additional Revolving Credit Commitment by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice not to exceed ten (10) days. If the requested increase is oversubscribed then the Agent and the date Arrangers shall allocate the Commitment Increase among the Revolving Credit Lenders who provide such commitment letters on such basis mutually acceptable to each of the Borrowers, Agent and Arrangers. If the additional Revolving Credit Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrowers, then the Agent, Arrangers or Borrowers will seek one or more banks or lending institutions (which such increase is requested banks or lending institutions shall be reasonably acceptable to Agent, Arrangers and Parent Borrower) to become effective (a Revolving Credit Lender and provide an additional Revolving Credit Commitment. The Agent shall provide all Revolving Credit Lenders with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment to be provided by each Revolving Credit Lender and the revised Revolving Credit Commitment Percentages which shall not be less than 10 Business Days or more than 60 days applicable after the effective date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of Increase specified therein (the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its “Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing LenderIncrease Date”). In no event shall any Revolving Credit Lender be obligated to provide an additional Revolving Credit Commitment.
(b) On any Commitment Increase Date the event that, on outstanding principal balance of the 10th day Revolving Credit Loans shall be reallocated among the Revolving Credit Lenders such that after the Administrative Agent applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Revolving Credit Lender shall have delivered be equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage (as in effect after the Company’s notice, applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans. The participation interests of the Revolving Credit Lenders in Letters of Credit shall have agreed pursuant be similarly adjusted. On any Commitment Increase Date those Revolving Credit Lenders whose Revolving Credit Commitment Percentage is increasing shall advance the funds to the preceding sentence Agent and the funds so advanced shall be distributed among the Revolving Credit Lenders whose Revolving Credit Commitment Percentage is decreasing as necessary to increase accomplish the required reallocation of the outstanding Revolving Credit Loans. The funds so advanced shall be Revolving Credit Base Rate Loans until converted to Revolving Credit LIBOR Rate Loans which are allocated among all Revolving Credit Lenders based on their Commitments by an aggregate amount less than Revolving Credit Commitment Percentages.
(c) Upon the effective date of each increase in the Total Commitment pursuant to this §2.12 the Agent may unilaterally revise Schedule 1.1 and the Borrowers shall, if requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal execute and deliver to the unsubscribed amount; provided Agent new Revolving Credit Notes for each Revolving Credit Lender whose Revolving Credit Commitment has changed so that each Augmenting the principal amount of such Revolving Credit Lender, if ’s Revolving Credit Note shall equal its Revolving Credit Commitment. The Agent shall deliver such replacement Revolving Credit Notes to the respective Revolving Credit Lenders in exchange for the Revolving Credit Notes replaced thereby which shall be surrendered by such Revolving Credit Lenders and delivered to Borrowers. Such new Revolving Credit Notes shall provide that they are replacements for the surrendered Revolving Credit Notes and that they do not already constitute a Lender hereundernovation, shall be subject dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes.
(d) Notwithstanding anything to the approval of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any contrary contained herein, any increase in the Total Commitment may pursuant to this §2.12 shall be made in an amount conditioned upon satisfaction or waiver of the following conditions precedent which is less than must be satisfied or waived prior to the effectiveness of any increase requested by of the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.Total Commitment:
Appears in 1 contract
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to time, time prior to the applicable Maturity Date to request an increase in the Total Revolving Credit Commitment and/or the Total Term Loan Commitment to an aggregate Total Commitment of not more than $500,000,000.00 by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth “Increase Notice”; and the amount of the such requested increase in is the Total “Commitment (which shall be an integral multiple of $10,000,000) and the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days after the date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting LenderIncrease”), which may include provided that any Lender, to extend Commitments or such individual increase their existing Commitments in an aggregate amount equal to the unsubscribed amountaggregate Commitment must be in a minimum amount of $10,000,000.00 and increments of $5,000,000.00 in excess thereof; and provided further that each Augmenting Lender, if not already a Lender hereunder, any Commitment Increase shall be subject to the approval of the Administrative Agent. The execution and delivery of the Increase Notice by the Borrower shall constitute a representation and warranty by the Borrower that all the conditions set forth in this §2.11 shall have been satisfied on the date of such Increase Notice. The Commitment Increase may be allocated (1) to the then existing Revolving Credit Commitments, having the same terms as the existing Revolving Credit Commitments, (2) to the then existing Term Loan Commitments having the same terms as the existing Term Loan Commitments, or (3) any combination thereof satisfactory to Borrower, Agent and existing or additional Revolving Credit Lenders or Term Loan Lenders, as applicable, providing such additional Revolving Credit Commitments or Term Loan Commitments, as applicable. Upon receipt of any Increase Notice and the approval thereof by the Agent, the Agent shall consult with KBCM and shall notify the Borrower of the amount of the facility fees to be paid to any Lenders who provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, in connection with such increase in the Revolving Credit Commitment and/or Term Loan Commitment, as applicable, pursuant to the Agreement Regarding Fees. If the Borrower agrees to pay the facility fees so determined (and/or such other fees as may be agreed to by the Borrower and the Agent), the Agent shall send a notice to all Revolving Credit Lenders and/or Term Loan Lenders, as applicable (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Revolving Credit Commitment and/or the Total Term Loan Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Revolving Credit Lender and/or Term Loan Lender, as applicable, who desires to provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, upon such terms shall provide the Agent with a written commitment letter specifying the amount of such additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and KBCM shall allocate the Commitment Increase among the Revolving Credit Lenders and/or Term Loan Lenders, as applicable, who provide such commitment letters on such basis as the Agent and KBCM, shall determine in their sole discretion. If the additional Revolving Credit Commitments and/or Term Loan Commitments, as applicable, so provided are not sufficient to provide the full amount of the Revolving Credit Commitment Increase and/or the Term Loan Commitment Increase, as applicable, that is requested by the Borrower, then the Agent, KBCM, or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to the Agent, KBCM, and the Borrower) to become a Revolving Credit Lender and/or Term Loan Lender, as applicable, and provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable. The Agent shall provide all Revolving Credit Lenders and/or Term Loan Lenders, as applicable, with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, to be provided by each Revolving Credit Lender and/or Term Loan Lender, as applicable, and the revised Revolving Credit Commitment Percentages and/or Term Loan Commitment Percentages, as applicable, which shall be applicable after the effective date of the Revolving Credit Commitment Increase and/or Term Loan Commitment Increase, as applicable, specified therein (each, a “Commitment Increase Date”). In no event shall any Lender be obligated to provide an additional Revolving Credit Commitment and/or Term Loan Commitment.
(b) On any Commitment Increase Date where the Revolving Credit Commitment is increasing, the outstanding principal balance of the Revolving Credit Loans shall be reallocated among the Revolving Credit Lenders such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Revolving Credit Lender shall be equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage (as in effect after the applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans. The participation interests of the Revolving Credit Lenders in Swing Loans and Letter of Credit Liabilities shall be similarly adjusted. On any Commitment Increase Date where the Revolving Credit Commitment is increasing, those Lenders whose Revolving Credit Commitment Percentage is increasing shall advance the funds to the Agent and the Company and funds so advanced shall be distributed among the Revolving Credit Lenders whose Revolving Credit Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans. The funds so advanced shall be Base Rate Loans until converted to SOFR Rate Loans which are allocated among all Lenders based on their Commitment Percentages. The Borrower further agrees to amounts due pursuant to §4.7, if any, resulting from any Commitment Increase.
(c) Upon the effective date of each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Revolving Credit Commitment and/or or Total Term Loan Commitment pursuant to this §2.11, the Agent may unilaterally revise Schedule 1.1 to reflect the name and address, Commitment and Commitment Percentage of each Lender following such increase and the Borrower shall execute and deliver to the Agent new Revolving Credit Notes and Term Loan Notes for each Lender whose Commitment has changed so that the principal amount of such Revolving Credit Lender’s Revolving Credit Note shall equal its Revolving Credit Commitment and such Term Loan Lender’s Term Loan Note shall equal its Term Loan Commitment. The Agent shall deliver such replacement Revolving Credit Notes and Term Loan Notes to the respective Lenders in exchange for the Revolving Credit Notes and Term Loan Notes replaced thereby which shall be made surrendered by such Lenders. Such new Revolving Credit Notes and Term Loan Notes shall provide that they are replacements for the surrendered Revolving Credit Notes and Term Loan Notes, as applicable, and that they do not constitute a novation, shall be dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes and Term Loan Notes, as applicable. In connection therewith, the Borrower shall deliver an amount opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and Term Loan Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Revolving Credit Notes and Term Loan Notes shall be canceled and returned to the Borrower.
(d) Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the Lenders (including any Persons that elect to become Term Loan Lenders) to increase the Total Revolving Credit Commitment and/or the Total Term Loan Commitment, as applicable, pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which is less than must be satisfied prior to the effectiveness of any increase requested by of the Company if Total Revolving Credit Commitment and/or the Company is unable to arrange forTotal Term Loan Commitment, or chooses not to arrange for, Augmenting Lenders.as applicable:
Appears in 1 contract
Samples: Credit Agreement (Modiv Inc.)
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to timetime before the date that is forty-five (45) days prior to the Revolving Credit Maturity Date (as the same may be extended pursuant to §2.12 below) or Term Loan Maturity Date, as applicable, to request an increase in the Total Revolving Credit Commitment and/or the Total Term Loan Credit Commitment such that after giving effect to such increase the Total Commitment does not exceed $260,000,000.00 in the aggregate by giving written notice to the Administrative Agent (each, an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $5,000,000.00. Upon receipt of any Increase Notice, the Agent shall consult with Arranger and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an additional Revolving Credit Commitment and/or Term Loan Commitment, as applicable, in connection with such increase in the Revolving Credit Commitment and/or Term Loan Commitment, as applicable (which shall deliver be in addition to the fees to be paid to Arranger pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined, then the Agent shall send a copy thereof notice to each Lender)all Revolving Credit Lenders and/or Term Loan Lenders, as applicable (the “Additional Commitment Request Notice”) informing them of the Borrower’s request that to increase the Total Revolving Credit Commitment or the Total Term Loan Commitment, as applicable, and of the facility fees to be increased by paid with respect thereto. Each Revolving Credit Lender or Term Loan Lender, as applicable, who desires to provide an amount not to exceed the Incremental Facility Amount at additional Revolving Credit Commitment or Term Loan Commitment, as applicable, upon such time. Such notice terms shall set forth provide Agent with a written commitment letter specifying the amount of the additional Revolving Credit Commitment or Term Loan Commitment, as applicable, by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase in is oversubscribed then the Total Commitment (which shall be an integral multiple of $10,000,000) Agent and the date Arranger shall allocate the Commitment Increase among the Revolving Credit Lenders or Term Loan Lenders, as applicable, who provide such commitment letters on which such increase is basis as the Agent and the Arranger shall determine in their sole discretion. If the additional Revolving Credit Commitments or Term Loan Commitments, as applicable, so provided are not sufficient to provide the full amount of the Revolving Credit Commitment Increase or Term Loan Commitment Increase, as applicable, requested to become effective (which by the Borrower, then the Agent, Arranger or Borrower may, but shall not be less than 10 Business Days or more than 60 days after the date of such notice)obligated to, and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Company, the Company may arrange for invite one or more banks or other financial lending institutions (any such bank which banks or other financial institution referred lending institutions shall be reasonably acceptable to in this clause Agent, Arranger and Borrower) to become a Revolving Credit Lender or Term Loan Lender, as applicable, and provide an additional Revolving Credit Commitment or Term Loan Commitment, as applicable. The Agent shall provide all Revolving Credit Lenders or Term Loan Lenders, as applicable, with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment or Term Loan Commitment, as applicable, to be provided by each Revolving Credit Lender or Term Loan Lender, as applicable, and the revised Revolving Credit Commitment Percentages or Term Loan Commitment Percentages, as applicable, which shall be applicable after the effective date of the Revolving Credit Commitment Increase or Term Loan Commitment Increase, as applicable, specified therein (a) being called an the “Augmenting LenderCommitment Increase Date”). In no event shall any Lender be obligated to provide an additional Revolving Credit Commitment or Term Loan Commitment.
(b) On any Commitment Increase Date the outstanding principal balance of the Revolving Credit Loans or Term Loans, which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunderas applicable, shall be subject reallocated among the Revolving Credit Lenders or Term Loan Lenders, as applicable, such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans or Term Loans, as applicable, owed to each Revolving Credit Lender or Term Loan Lender, as applicable, shall be equal to such Lender’s Revolving Credit Commitment Percentage or Term Loan Commitment Percentage, as applicable (as in effect after the applicable Commitment Increase Date) of the outstanding principal amount of all Revolving Credit Loans or Term Loans, as applicable. The participation interests of the Revolving Credit Lenders in Letters of Credit shall be similarly adjusted. On any Commitment Increase Date, those Revolving Credit Lenders or Term Loan Lenders whose Revolving Credit Commitment Percentage or Term Loan Commitment Percentage is increasing shall advance the funds to the approval of the Administrative Agent and the Company funds so advanced shall be distributed among the Revolving Credit Lenders or Term Loan Lenders, as applicable, whose Revolving Credit Commitment Percentage or Term Loan Commitment Percentage, as applicable, is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans or Term Loans, as applicable. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitment Percentages. To the extent such reallocation results in certain Lenders receiving funds which are applied to LIBOR Rate Loans prior to the last day of the applicable Interest Period, then the Borrower shall pay to the Agent for the account of the affected Lenders the Breakage Costs for each such Lender (provided that the parties agree to attempt to coordinate the closing of any increase of the Total Revolving Credit Commitment or Total Term Loan Commitment, as applicable, to minimize Breakage Costs that may come due); provided, however, each Lender agrees to apply any amounts received by them pursuant to this §2.11(b) first to the principal of any Base Rate Loans held by such Lender and then to the principal of LIBOR Rate Loans held by such Lender.
(c) Upon the effective date of each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Revolving Credit Commitment or Total Term Loan Commitment, as applicable, pursuant to this §2.11 the Agent may unilaterally revise Schedule 1 hereto and the Borrower shall execute and deliver to the Agent new Revolving Credit Notes or Term Loan Notes for each Lender whose Commitment has changed so that the principal amount of such Revolving Credit Lender’s Revolving Credit Note shall equal its Revolving Credit Commitment and such Term Loan Lender’s Term Loan Note shall equal its Term Loan Commitment. The Agent shall deliver such replacement Revolving Credit Notes and Term Loan Notes to the respective Lenders in exchange for the Revolving Credit Notes and Term Loan Notes replaced thereby which shall be made surrendered by such Lenders. Such new Revolving Credit Notes and Term Loan Notes shall provide that they are replacements for the surrendered Revolving Credit Notes and Term Loan Notes, as applicable, and that they do not constitute a novation, shall be dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Revolving Credit Notes or Term Loan Notes, as applicable. Within five (5) days of issuance of any new Revolving Credit Notes or Term Loan Notes, pursuant to this §2.11(c), the Borrower shall deliver an amount which is less than opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and Term Loan Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Revolving Credit Notes and Term Loan Notes shall be canceled and returned to the Borrower.
(d) Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the Revolving Credit Lenders to increase requested by the Company if the Company is unable to arrange forTotal Revolving Credit Commitment, or chooses not the Agent and the Term Loan Lenders to arrange forincrease the Total Term Loan Commitment, Augmenting Lenders.as applicable, pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total Revolving Credit Commitment or the Total Term Loan Commitment, as applicable:
Appears in 1 contract
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.11, the Borrower shall have the option at any time and from time to time, by written notice time before the date that is one (1) year prior to the Administrative Agent (which shall deliver a copy thereof Maturity Date to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth the amount of the requested increase in the Total Commitment by giving written notice to the Agent (an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $5,000,000.00 and increments of $1,000,000.00 in excess thereof, and the Total Commitment shall not exceed $300,000,000.00. Upon receipt of any Increase Notice, the Agent shall consult with KCM and shall notify the Borrower of the amount of the facility fees to be paid to any Lenders who provide an additional Commitment in connection with such increase in the Commitment. If the Borrower agrees to pay the facility fees so determined, the Agent shall send a notice to all Lenders (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Commitment and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an additional Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of the additional Commitment, which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent and KCM shall allocate the Commitment Increase among the Lenders who provide such commitment letters on such basis as the Agent and KCM, shall determine in their sole discretion. If the additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase that is requested by the Borrower, then the Agent, KCM, or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to Agent, KCM, and the Borrower) to become a Lender and provide an additional Commitment. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be an integral multiple of $10,000,000) and the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days applicable after the effective date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of Increase specified therein (the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its “Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing LenderIncrease Date”). In no event shall any Lender be obligated to provide an additional Commitment.
(b) On any Commitment Increase Date the event that, on outstanding principal balance of the 10th day Term Loans shall be reallocated among the Lenders such that after the Administrative applicable Commitment Increase Date the outstanding principal amount of Term Loans owed to each Lender shall be equal to such Lender’s Commitment Percentage (as in effect after the applicable Commitment Increase Date) of the outstanding principal amount of all Term Loans. On any Commitment Increase Date, those Lenders whose Commitment Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall have delivered the Company’s notice, be distributed among the Lenders whose Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Term Loans. The funds so advanced shall have agreed pursuant be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitment Percentages.
(c) Upon the preceding sentence to increase their Commitments by an aggregate amount less than the effective date of each increase in the Total Commitment requested by pursuant to this §2.11 the CompanyAgent may unilaterally revise Schedule 1.1 to reflect the name and address, Commitment and Commitment Percentage of each Lender following such increase and the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal Borrower shall execute and deliver to the unsubscribed amount; provided Agent new Term Loan Notes for each Lender whose Commitment has changed so that each Augmenting the principal amount of such Lender, if ’s Term Loan Note shall equal its Commitment. The Agent shall deliver such replacement Term Loan Notes to the respective Lenders in exchange for the Term Loan Notes replaced thereby which shall be surrendered by such Lenders. Such new Term Loan Notes shall provide that they are replacements for the surrendered Term Loan Notes and that they do not already constitute a Lender hereundernovation, shall be subject dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Term Loan Notes. In connection therewith, the Borrower shall deliver an opinion of counsel, addressed to the approval Lenders and the Agent, relating to the due authorization, execution and delivery of such new Term Loan Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Term Loan Notes shall be canceled and returned to the Borrower.
(d) Notwithstanding anything to the contrary contained herein, the obligation of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may pursuant to this §2.11 shall be made in an amount conditioned upon satisfaction of the following conditions precedent which is less than must be satisfied prior to the effectiveness of any increase requested by of the Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.Total Commitment:
Appears in 1 contract
Samples: Term Loan Agreement (Carter Validus Mission Critical REIT, Inc.)
Increase in Total Commitment. (a) The Company may Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.10, the Borrower shall have the option from time to time, time prior to the Maturity Date to request one or more increases in the Total Commitment to not more than $2,000,000,000.00 (less the amount of any reductions of the Total Commitments under §2.3) by giving written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that the Total Commitment be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth “Increase Notice”; and the amount of such requested increase is the requested “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $25,000,000.00 and increments of $5,000,000.00 in excess thereof (or such smaller amounts as the Agent may approve). Upon receipt of any Increase Notice, the Agent shall consult with Arrangers and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an additional Commitment in connection with such increase in the Total Commitment (which shall be in addition to the fees to be paid to Agent or to the Arrangers pursuant to the Agreement Regarding Fees). If the Borrower agrees to pay the facility fees so determined, then the Agent shall send a notice to all Lenders (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Commitment and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an integral multiple additional Commitment upon such terms shall provide Agent with a written commitment letter specifying the amount of $10,000,000) the additional Commitment by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Borrower, the Agent and the date Arrangers shall allocate the Commitment Increase among the Lenders who provide such commitment letters on which such increase is basis as they shall reasonably agree. If the additional Commitments so provided are not sufficient to provide the full amount of the Commitment Increase requested to become effective (which by the Borrower, then the Agent, Arrangers or the Borrower may, but shall not be less than 10 Business Days obligated to, invite one or more than 60 days banks or lending institutions (which banks or lending institutions shall be reasonably acceptable to Agent, Arrangers and the Borrower) to become a Lender and provide an additional Commitment. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be applicable after the effective date of such notice), and shall offer to each Lender the opportunity to increase its Commitment by its Pro Rata Percentage of Increase specified therein (the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing LenderIncrease Date”). In no event shall any Lender be obligated to provide an additional Commitment.
b) On any Increase Date the event that, on outstanding principal balance of the 10th day Loans and participation in Letters of Credit shall be reallocated among the Lenders such that after the Administrative applicable Increase Date the outstanding principal amount of Loans owed to and participations in Letters of Credit of each Lender shall be equal to such Lender’s Commitment Percentage (as in effect after the applicable Increase Date) of the Outstanding principal amount of all Loans and Letters of Credit Outstanding. On any Increase Date those Lenders whose Commitment Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall have delivered the Company’s notice, be distributed among the Lenders whose Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Loans. The funds so advanced shall have agreed pursuant be Base Rate Loans until converted to Term SOFR Loans which are allocated among all Lenders based on their Commitment Percentages.
c) Upon the preceding sentence to increase their Commitments by an aggregate amount less than the effective date of each increase in the Total Commitment requested by pursuant to this §2.10 the Company, Agent may unilaterally revise Schedule 1.1 and the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal Borrower shall execute and deliver to the unsubscribed amount; provided Agent new Notes for each Lender whose Commitment has changed so that each Augmenting the principal amount of such Lender, if ’s Note shall equal its Commitment. The Agent shall deliver such replacement Notes to the respective Lenders in exchange for the Notes replaced thereby which shall be promptly surrendered by such Lenders to Borrower. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not already constitute a Lender hereundernovation, shall be subject dated as of the Increase Date and shall otherwise be in substantially the form of the replaced Notes. Simultaneously with the issuance of any new Notes pursuant to this §2.10(c), if required by the Agent, the Borrower shall deliver an opinion of counsel, addressed to the approval Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Notes shall be canceled and promptly returned to the Borrower.
d) Notwithstanding anything to the contrary contained herein, the obligation of the Administrative Agent and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify Lenders to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Total Commitment may pursuant to this §2.10 shall be made conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total Commitment:
(i) The Borrower shall pay (A) to the Agent those fees described in an amount which is less than the increase requested and contemplated by the Company Agreement Regarding Fees with respect to the applicable Commitment Increase, and (B) to the Arrangers such facility fees as the Lenders who are providing an additional Commitment may require to increase the aggregate Commitment, which fees shall, when paid, be fully earned and non-refundable under any circumstances. The Arrangers shall pay to the Lenders acquiring the increased Commitment certain fees pursuant to their separate agreement; and
(ii) On the date any Increase Notice is given and on the date such increase becomes effective, both immediately before and after the Total Commitment is increased, there shall exist no Default or Event of Default; and
(iii) The representations and warranties made by the Borrower and the Guarantors, if any, in the Company Loan Documents or otherwise in connection therewith on or after the date thereof shall have been true and correct in all material respects when made and shall also be true and correct in all material respects on the date of such Increase Notice and on the date the Total Commitment is unable increased, both immediately before and after the Total Commitment is increased (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to arrange forbe true and correct in all material respects only as of such specified date, and that any representation or chooses not warranty that is qualified by any materiality standard shall be required to arrange forbe true and correct in all respects); and
(iv) The Borrower and the Guarantors, Augmenting Lendersif any, shall execute and deliver to Agent and the Lenders such additional documents, instruments, certifications and opinions as the Agent may reasonably require in its sole and absolute discretion, including, without limitation, a Compliance Certificate, demonstrating compliance with all covenants, representations and warranties set forth in the Loan Documents after giving effect to the increase; and
(v) The Borrower and the Guarantors, if any, shall satisfy such other conditions to such increase as Agent may require in its reasonable discretion.
Appears in 1 contract
Increase in Total Commitment. (a) The Company Following the Closing Date, so long as no Default or Event of Default has occurred and is then continuing and the Total Facility Usage Ratio does not exceed 90%, the Borrowers may from time to time, by written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that the Total Commitment be increased by an amount not and, upon such request, the Administrative Agent shall have the right to exceed solicit additional financial institutions to become Lenders for purposes of this Credit Agreement, or to encourage any Lender to increase its Commitment, provided that (a) each Lender which is a party to this Credit Agreement prior to such increase shall have the Incremental Facility Amount at such time. Such notice shall set forth first option, and may elect, to fund its pro rata share of the amount of the requested increase in the Total Commitment (which shall be an integral multiple of $10,000,000) and or any such greater amount in the date on which such increase is requested to become effective (which shall not be less than 10 Business Days event that one or more than 60 days after the date of such notice), and shall offer Lenders does not elect to each Lender the opportunity to increase fund its Commitment by its Pro Rata Percentage respective pro rata share of the proposed increased amount. Each Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion amount of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment), thereby increasing its Commitment requested by hereunder, but no Lender shall have any obligation to do so, (b) in the Companyevent that it becomes necessary to include a new financial institution to fund the amount of the increase in the Total Commitment, each such financial institution shall be reasonably acceptable to the Administrative Agent and each such financial institution shall become a Lender hereunder and agree to become party to, and shall assume and agree to be bound by, this Credit Agreement, subject to all terms and conditions hereof; (c) none of the Administrative Agent or the other Agents shall have any obligation to the Borrowers or to any Lender to solicit additional financial institutions or any increase in the Commitment of any Lender pursuant to this Section 2.3.2; (d) no Lender shall have an obligation to the Borrowers, the Company may arrange for one Agents or more banks any other Lender to increase its Commitment or other financial institutions its Commitment Percentage; and (e) in no event shall the addition of any such bank Lender or other financial institution referred Lenders or the increase in the Commitment of any Lender under this Section 2.3.2 increase the Total Commitment to in this clause (a) being called an “Augmenting Lender”), which may include amount greater than $700,000,000. Upon the addition of any Lender, to extend Commitments or the increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Commitment of any Lender, if not already a Lender hereunder, Schedule 1 shall be subject to the approval of amended by the Administrative Agent and the Company Borrowers to reflect such addition or such increase, and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify deliver to evidence the Lenders, the Agents, the Issuing Bank(s) and BGI copies of such Schedule 1. If, at any time that the Commitments are increased pursuant to this Section 2.3.2, there are Revolving Credit Loans then outstanding or LC Exposure, each new Lender, and each existing Lender that has increased its Commitment and/or its status as a Commitment, shall purchase Revolving Credit Loans and LC Exposure from each other Lender hereunder. Any increase in the Total Commitment may be made in an amount which is less than such that, after such purchase or purchases, the increase requested amount of outstanding Revolving Credit Loans and LC Exposure from each Lender shall equal such Lender's respective Commitment Percentage, as modified to give effect to such increase, multiplied by the Company if aggregate amount of Revolving Credit Loans outstanding and LC Exposure from all Lenders. To the Company is unable to arrange forextent that any outstanding Revolving Credit Loans bear interest at the Eurocurrency Rate, or chooses not to arrange for, Augmenting Lendersthe Borrowers shall pay any additional costs described in Section 5.10 incurred by any Lender.
Appears in 1 contract
Samples: Multicurrency Revolving Credit Agreement (Borders Group Inc)
Increase in Total Commitment. (a) The Company may So long as the Incremental Loan Commitment Requirements are satisfied, the Borrower shall have the right at any time, and from time to time, by written notice to the Administrative Agent (which shall deliver a copy thereof to each Lender), request that an increase of the Total Commitment be increased by to an amount not to exceed $200,000,000. Any such requested increase shall be first proposed in writing to all existing Lenders on a pro rata basis. In the Incremental Facility Amount at such time. Such notice shall set forth event that any existing Lender does not notify the amount Administrative Agent within twenty-one (21) Business Days from the receipt of the requested increase in that the Total Commitment (which shall be an integral multiple of $10,000,000) and the date on which such increase is requested to become effective (which shall not be less than 10 Business Days or more than 60 days after the date of such notice), and shall offer to each existing Lender the opportunity to will increase its Commitment by its Pro Rata Percentage and of the proposed increased amount. Each amount of its increase, the existing Lender shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date on which the Administrative Agent shall have delivered the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such notice within such period of 10 days shall be deemed to have declined the requested increase of its Commitment. To the extent that one or more existing Lenders decline to increase its Commitment) (each Lender so declining their respective Commitments, or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered the Company’s notice, the Lenders shall have agreed pursuant to the preceding sentence decline to increase their Commitments to the amount requested by the Borrower, the Arranger may arrange for other Persons to become Lenders hereunder and to issue commitments in an aggregate amount less than equal to the amount of the increase in the Total Commitment requested by the CompanyBorrower and not accepted by the existing Lenders (each such increase by either a Lender or another Person, the Company may arrange for one a "Commitment Increase," and each such Person issuing, or more banks or other financial institutions Lender increasing, its Commitment, an "Additional Commitment Lender"); provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such bank or other financial institution referred to in this clause request by the Borrower, and (aii) being called any Additional Commitment Lender which is not an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent Agent, the Issuing Bank, and the Company Swingline Lender (which approval shall not be unreasonably withheld), and (iii) nothing contained herein shall constitute the unconditional obligation of the Arranger to provide or obtain commitments for such requested Commitment Increase, as the Arranger only is agreeing hereby to use its best efforts to arrange for Additional Commitment Lenders. Each Commitment Increase shall be in a minimum aggregate amount of at least $10,000,000 and in integral multiples of $10,000,000 in excess thereof.
(b) No Commitment Increase shall become effective unless and until each Augmenting of the following conditions have been satisfied:
(i) the Borrower, the Administrative Agent, and any Additional Commitment Lender shall execute all have executed and delivered a joinder to the Loan Documents in such documentation form as the Administrative Agent may reasonably require;
(ii) the Incremental Loan Commitment Requirements shall specify have been satisfied;
(iii) the Borrower shall have paid such fees and other compensation to evidence its the Additional Commitment Lenders as the Borrower and each such Additional Commitment Lenders may agree;
(iv) the Borrower shall have paid such arrangement fees to the Administrative Agent and/or its status the Arranger as the Borrower and such Persons may agree;
(v) the Borrower shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date of effectiveness;
(vi) to the extent requested by any Additional Commitment Lender, a Note will be issued at the Borrower's expense, to each such Additional Commitment Lender, in conformity with requirements of Section 2.09 hereof (with appropriate modification to the extent necessary to reflect the new Commitment of such Additional Commitment Lender); and
(vii) the Borrower and the Additional Commitment Lenders shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested.
(c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Commitment Increase (with each date of such effectiveness being referred to herein as a Lender "Commitment Increase Date"), and at such time (i) the Total Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, (ii) Schedule 1.1 shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders, and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased Total Commitment (including, without limitation, Section 2.01(a)(i)).
(d) In connection with Commitment Increases hereunder. Any , the Lenders and the Borrower agree that, notwithstanding anything to the contrary in this Agreement, (i) the Borrower shall, in coordination with the Administrative Agent, (x) repay outstanding Loans of certain Lenders, and obtain Loans from certain other Lenders (including the Additional Commitment Lenders), but in no event in excess of each such Lender's Commitment, or (y) take such other actions as reasonably may be required by the Administrative Agent, in each case to the extent necessary so that all of the Lenders have advanced Loans in an amount equal to their Commitment Percentages (determined after giving effect to any increase in the Total Commitment may be made pursuant to this Section 2.02) of the Loans (other than Swingline Loans), and (ii) the Borrower shall pay to the Lenders any costs of the type referred to in an amount which is less than the increase requested by the Company if the Company is unable Section 2.20 in connection with any repayment and/or Loans required pursuant to arrange for, or chooses not to arrange for, Augmenting Lenderspreceding clause (i).
Appears in 1 contract
Samples: Credit Agreement (Petsmart Inc)
