Increase of Aggregate Commitment. (i) Upon notice to the Administrative Agent (who shall promptly notify the Lenders), the Borrowers may, from time to time, request increases in the Aggregate Commitment in an aggregate amount of up to $100,000,000; provided that any such increase shall not increase the maximum amount of Loans available to the Canadian Borrowers or the U.K. Borrowers and shall be in a minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof. At the time of sending such notice, the Borrowers (in consultation with the Administrative Agent) shall specify the time period (not less than 10 days) within which each Lender is requested to respond to such request. Each Lender shall respond within such time period to the Administrative Agent whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrowers and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrowers may also (i) request that one or more other Lenders, in their sole and absolute discretion, nonratably increase their Commitment, and/or (ii) invite additional lending institutions which otherwise qualify as assignees under Section 12.1 to become Lenders under the terms of this Agreement. In connection with the foregoing, each of the Lenders agrees to execute and deliver such amendments or other agreements as are reasonably required to give effect to the adjustment of such Lender’s Commitment or of the Aggregate Commitment. Any new Purchaser added as a Lender pursuant to the preceding sentence shall be required to have a Commitment of not less than $5,000,000. In connection with each increase in any Lender’s Commitment pursuant to this Section 2.1(b) and each addition of a new Lender, the Borrowers shall pay to the Administrative Agent, for its own account, a fee of $3,500 for processing such increase and addition. (ii) If any requested increase in the Commitments is agreed to in accordance with clause (i) preceding, the Administrative Agent and the Borrowers shall determine the effective date of such increase (the “Increase Effective Date”). The Administrative Agent, with the consent and approval of the Borrowers, shall promptly confirm in writing to the Lenders the final allocation of such increase and the Increase Effective Date. As a condition precedent to the effectiveness of such increase, the Borrowers shall deliver to the Administrative Agent a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a responsible officer of the Parent on behalf of all of the Borrowers, including a Compliance Certificate demonstrating compliance with the terms of this Agreement and certification that, before and after giving effect to such increase, the representations and warranties contained in Article 5 are true and correct in all material respects on and as of the Increase Effective Date (except to the extent any such representation or warranty is stated to relate solely to an earlier date) and no Default or Unmatured Default exists. Upon the request of any Lender, the Borrowers shall deliver a new or amended Note reflecting the new or increased Commitment of each new or affected Lender as of the Increase Effective Date. The Borrowers shall prepay any Revolving Loans which are Eurodollar Loans and which are outstanding on the Increase Effective Date (and pay any costs incurred in connection with such prepayment pursuant to Section 3.4) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments. (iii) This Section 2.1(b) shall supersede any provisions of Section 8.2.
Appears in 1 contract
Samples: Credit Agreement (K2 Inc)
Increase of Aggregate Commitment. (i) Upon notice to the Administrative Agent (who shall promptly notify the Lenders), the Borrowers may, from time to time, request increases in the Aggregate Commitment in an aggregate amount of up to $100,000,000; provided that any such increase shall not increase the maximum amount of Loans available to the Canadian Borrowers or the U.K. Borrowers and shall be in a minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof. At the time of sending such notice, the Borrowers (in consultation with the Administrative Agent) shall specify the time period (not less than 10 days) within which each Lender is requested to respond to such request. Each Lender shall respond within such time period to the Administrative Agent whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrowers and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrowers may also (i) request that one or more other Lenders, in their sole and absolute discretion, nonratably increase their Commitment, and/or (ii) invite additional lending institutions which otherwise qualify as assignees under Section 12.1 to become Lenders under the terms of this Agreement. In connection with the foregoing, each of the Lenders agrees to execute and deliver such amendments or other agreements as are reasonably required to give effect to the adjustment of such Lender’s Commitment or of the Aggregate Commitment. Any new Purchaser added as a Lender pursuant to the preceding sentence shall be required to have a Commitment of not less than $5,000,000. In connection with each increase in any Lender’s Commitment pursuant to this Section 2.1(b) and each addition of a new Lender, the Borrowers shall pay to the Administrative Agent, for its own account, a fee of $3,500 for processing such increase and addition.
(ii) If any requested increase in the Commitments is agreed to in accordance with clause (i) preceding, the Administrative Agent and the Borrowers shall determine the effective date of such increase (the “Increase Effective Date”). The Administrative Agent, with the consent and approval of the Borrowers, shall promptly confirm in writing to the Lenders the final allocation of such increase and the Increase Effective Date. As a condition precedent to the effectiveness of such increase, the Borrowers shall deliver to the Administrative Agent a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a responsible officer of the Parent on behalf of all of the Borrowers, including a Compliance Certificate demonstrating compliance with the terms of this Agreement and certification that, before and after giving effect to such increase, the representations and warranties contained in Article 5 are true and correct in all material respects on and as of the Increase Effective Date (except to the extent any such representation or warranty is stated to relate solely to an earlier date) and no Default or Unmatured Default exists. Upon the request of any Lender, the Borrowers shall deliver a new or amended Note reflecting the new or increased Commitment of each new or affected Lender as of the Increase Effective Date. The Borrowers shall prepay any Revolving Loans which are Eurodollar Loans and which are outstanding on the Increase Effective Date (and pay any costs incurred in connection with such prepayment pursuant to Section 3.4) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments.
(iii) This Section 2.1(b) shall supersede any provisions of Section 8.2.the
Appears in 1 contract
Samples: Credit Agreement (K2 Inc)
