Incremental Commitment a) Pursuant to Section 2.06(f) of the Credit Agreement and subject to the terms and conditions hereof, the Assuming Lender hereby agrees to make the Incremental Commitment to the Borrower effective on and as of the Effective Date (as defined below). The Incremental Commitment shall constitute an additional “Commitment” for all purposes of the Credit Agreement and the other Loan Documents.
Incremental Commitment. (a) Pursuant to Section 2.06(f) of the Credit Agreement and subject to the terms and conditions hereof, the Assuming Lender hereby agrees to make the Incremental Commitment to the Borrower effective on and as of the Increase Effective Date (as defined below). The Incremental Commitment shall constitute an additional “Commitment” and a “Commitment Increase” for all purposes of the Credit Agreement and the other Loan Documents, and the Increase Effective Date shall be the “Commitment Increase Date” of the Incremental Commitment for purposes of Section 2.06(f) of the Credit Agreement.
Incremental Commitment. If an Incremental Commitment is requested, all conditions set forth in Section 2.22 shall have been satisfied.
Incremental Commitment. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocations of such Incremental Commitment and the Increase Effective Date. Conditions to Effectiveness of Increase. Each Incremental Commitment shall become(d) effective as of the applicable Increase Effective Date; provided: no Default or Event of Default shall exist on such Increase Effective Date(i) immediately prior to or after giving effect to (A) such Incremental Commitment or (B) the making of any Extensions of Credit pursuant thereto; the Borrower is in pro forma compliance on a Pro Forma Basis with the financial(ii) covenants set forth in Section 9.13 based on the financial statements most recently delivered pursuant to Section 8.1 after giving effect to such Incremental Commitment (assuming that the entire applicable Incremental Term Loan and/or Revolving Commitment Increase is fully funded on the effective date thereof and giving effect to any permanent repayment of Indebtedness in connection therewiththe use of proceeds thereof, but without netting the proceeds thereof); each such Incremental Commitment shall be effected pursuant to an amendment(iii) (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, the Administrative Agent and the applicable Incremental Lenders, which Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.7; in the case of each Incremental Term Loan (the terms of which shall be set forth(iv) in the relevant Incremental Amendment): such Incremental Term Loan will mature and amortize in a manner(A) reasonably acceptable to the Incremental Lenders making such Incremental Term Loan and the Borrower, but will not in any event have a maturity date earlier than the Latest Maturity Date; the Applicable Margin and pricing grid, if applicable, for such(B) Incremental Term Loan shall be determined by the applicable Incremental Lenders and the Borrower on the applicable Increase Effective Date and shall be consistent with then current market conditions; and except as provided above, all other terms and conditions applicable to(C) any Incremental Term Loan, to the extent not consistent with the terms and conditions of this Agreement prior to giving effect thereto, shal...
Incremental Commitment. As of the Amendment Effective Date, the New Term Lender shall have an Incremental Commitment in the amount set forth opposite its name in Schedule 1 attached hereto.
Incremental Commitment. (a) The Borrower may, by written notice to the Agent (each, a “Commitment Increase Notice”), at any time after the Delayed Draw Term Loan Commitment Expiration Date until six months prior to the Revolving Loan Commitment Expiration Date and the Delayed Draw Term Loan Maturity Date, request the establishment of a new term loan facility (each, an “Incremental Term Loan Commitment” and collectively, the “Incremental Term Loan Commitments” and any such term loans, an “Incremental Term Loan” and collectively the “Incremental Term Loans”); provided that (i) the Agent has consented to the proposed Incremental Term Loans in writing; (ii) the aggregate principal amount of Incremental Term Loan Commitments shall not exceed $50,000,000 (the “Maximum Commitment Amount”); (iii) the Borrower may exercise such increase request option up to two (2) times during the term of this Agreement; (iv) each exercise of the increase request option shall be in a minimum principal amount of not less than $25,000,000; provided that the exercise of such increase request option may be less than $25,000,000 if the unused portion of the Maximum Commitment Amount is less than $25,000,000, so long as the request is for the full amount of the remaining Maximum Commitment Amount, (v) after giving effect to any applicable transaction permitted pursuant to Section 3.14(d) to be financed with such Incremental Term Loans, calculated on a pro forma basis (including the funding of such Incremental Term Loans and all other sources and uses of funds to be applied in consummation of such transaction), (A) no Default or Event of Default has occurred and is continuing or would be caused by the consummation of such transaction, (B) the representations and warranties contained in this Agreement and each other Loan Document shall be true and correct on and as of such date in all material respects (except for those representations and warranties that are conditioned by materiality, which shall be true and correct in all respects) as though made on and as of such date except to the extent that such representations and warranties expressly relate to an earlier date and (C) the Borrower shall be in compliance with the financial covenants set forth in Section 6.1 on a pro forma basis; (vi) Incremental Term Loans shall be used by Borrower solely as permitted pursuant to Section 3.14(d), (vii) the Agent shall have received an amendment to this Agreement, in form and substance acceptable to the Agent and the Borro...
Incremental Commitment. Gentlemen: Reference is hereby made to the Credit Agreement, dated as of April 12, 2006 (as amended, modified or supplemented from time to time, the “Credit Agreement”), among DHM Holding Company, Inc., Xxxx Holding Company, LLC, Xxxx Food Company, Inc. (the “Borrower”), the lenders from time to time party thereto (the “Lenders”), and Deutsche Bank AG New York Branch, as Administrative Agent (the “Administrative Agent”). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings set forth in the Credit Agreement.
Incremental Commitment. See §2.9.1.
Incremental Commitment. (c) The Calculation Agent and the Borrower shall determine the effective date for such increase pursuant to this Section 2.15 (an “Incremental Commitment Effective Date”) and, if applicable, the final allocation of such increase among the Persons providing such increase; provided, that, such date shall be a Business Day at least ten (10) Business Days after delivery of the request for such increase (unless otherwise approved by the Calculation Agent) and at least 30 days prior to the end of the Revolving Period. To effect such increase, the Borrower, the applicable Incremental Lenders and the Administrative Agent (but no other Lenders or Persons) shall enter into one or more agreements, each in form and substance satisfactory to the Borrower and the Administrative Agent, pursuant to which the applicable Incremental Lenders will provide the Incremental Commitments. Effective as of the applicable Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section 2.15, each Incremental Commitment shall be a Commitment (and not a separate facility hereunder) and the Advances made by the applicable Incremental Lenders on such Incremental Commitment Effective Date pursuant to Section 2.15(e) shall be Advances, for all purposes of this Agreement.
Incremental Commitment. The Borrower has requested that the Lenders provide an Incremental Commitment of $50,000,000 as of February 11, 2008. Notwithstanding anything in Section 1.2(e) of the Credit Agreement to the contrary, each Lender hereby agrees to provide its Pro Rata Share of such Incremental Commitment as of February 11, 2008, so long as (a) the Effective date shall have occurred as of February 12, 2008, and (b) on or prior to the Effective Date the Borrower shall have delivered to the Agent a certificate executed by an Authorized Officer of the Borrower to the effect that condition set forth in Section 1.2(e)(y) of the Credit Agreement is satisfied; provided, however, that no Advances under the Incremental Commitment shall be made until (i) the audited financial statements certified without qualification by an independent accounting firm as set forth and required pursuant to Annex E with respect to the Fiscal Year ending November 30, 2007, are delivered to the Lenders, (ii) a certificate executed by the secretary of the Borrower shall have been delivered to Lenders certifying and attaching resolutions authorizing such Incremental Commitment, (iii) a legal opinion shall have been delivered with respect to corporate matters relating to such Incremental Commitment in form and substance reasonably acceptable to Agent, and (iv) a legal opinion of outside counsel shall have been delivered with respect to enforceability matters relating to such Incremental Commitment in form and substance reasonably acceptable to Agent. This Amendment shall constitute the “Incremental Commitment Agreement” referred to in the Credit Agreement.