Incremental Revolving Loans. (a) The Borrower may at any time or from time to time after the Syndication Date (or earlier if approved by the Administrative Agent), by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more increases in the amount of the Commitments, each such increase, a “Commitment Increase”; provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist, (ii) unless otherwise agreed to by the Required Lenders, the Total Commitments shall not exceed $100,000,000 after giving effect to any Commitment Increases, (iii) unless agreed to by the Supermajority Lenders, the Total Commitments shall not exceed $150,000,000 after giving effect to any Commitment Increases and (iv)(1) the aggregate amount of any Commitment Increase pursuant to this Section 2.11 shall not exceed such amount as is equal to the difference of (x) the amount of Indebtedness which is then permitted to be incurred by the Borrower and the other Credit Parties in reliance on Section 4.09(1)(a), (1)(b) or (1)(c) (as applicable) of the Indentures minus (y) the Total Commitments outstanding hereunder immediately prior to such Commitment Increase and (2) the Borrower shall have delivered to the Administrative Agent an Officer’s Certificate certifying, in reasonable detail, as to compliance with the requirements of preceding subclause (iv)(1). Each Commitment Increase shall be in an aggregate principal amount that is not less than $2,500,000. Loans made pursuant to any Commitment Increase shall have the same terms and conditions as those applicable to the Loans. Each notice from the Borrower pursuant to this Section 2.11 shall set forth the requested amount of the relevant Commitment Increases. Commitment Increases may be made by any existing Lender (but no existing Lender will have any obligation to make a portion of any Commitment Increase) or by any other bank or other financial institution that is an Eligible Transferee (any such other bank or other financial institution being called an “Additional Lender”); provided that the Administrative Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Additional Lender’s providing any such Commitment Increase. Commitment Increases shall be provided pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment Increases, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, with the
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Incremental Revolving Loans. (a) The Subject to the terms and conditions set forth herein, the Borrower may at any time or shall have the right, from time to time after the Syndication Date (or earlier if approved by the Administrative Agent), by and upon at least ten Business Days’ prior written notice to the Administrative Agent to request to increase the Aggregate Revolving Commitments (whereupon the Administrative Agent shall promptly deliver a copy “Incremental Revolving Commitments”; and revolving loans made thereunder the “Incremental Revolving Loans”); subject, however, in any such case, to each satisfaction of the Lenders), request one or more increases in the amount of the Commitments, each such increase, a “Commitment Increase”; provided that following conditions precedent:
(i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist, (ii) unless otherwise agreed to by the Required Lenders, the Total Commitments shall not exceed $100,000,000 after giving effect to any Commitment Increases, (iii) unless agreed to by the Supermajority Lenders, the Total Commitments shall not exceed $150,000,000 after giving effect to any Commitment Increases and (iv)(1) the aggregate amount of any Commitment Increase all Incremental Revolving Commitments effected pursuant to this Section 2.11 2.6 shall not exceed such amount as $250,000,000;
(ii) on the date on which any Incremental Facility Amendment is equal to the difference of (x) the amount of Indebtedness which is then permitted to be incurred by the Borrower and the other Credit Parties in reliance on Section 4.09(1)(a)become effective, (1)(b) or (1)(c) (as applicable) of the Indentures minus (y) the Total Commitments outstanding hereunder both immediately prior to and immediately after giving effect to the incurrence of such Commitment Increase Incremental Revolving Loans and (2) the Borrower any related transactions, no Default shall have delivered occurred and be continuing;
(iii) on the date on which any Incremental Facility Amendment is to become effective, after giving effect to the Administrative Agent an Officer’s Certificate certifyingincurrence of such Incremental Revolving Loans to be made on such date and any related transactions, on a pro forma basis, the Loan Parties shall be in reasonable detail, as to compliance with the requirements financial covenant set forth in Article 12 recomputed as of preceding subclause the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 10.1;
(iv)(1). Each Commitment Increase iv) the representations and warranties set forth in Article 9 shall be true and correct in all material respects on and as of the date on which such Incremental Facility Amendment is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date;
(v) such Incremental Revolving Commitments shall be in an aggregate principal a minimum amount that is not less than of $2,500,000. Loans 10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such lesser amounts as agreed by the Agent);
(vi) any Incremental Revolving Commitments shall be made pursuant to any Commitment Increase shall have on the same terms and conditions provisions (other than upfront, arrangement or similar fees) as those applicable apply to the Loans. Each notice existing Revolving Commitments, including with respect to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from the existing revolving credit facility set forth in Section 2.1(a);
(vii) if requested by the applicable Lenders (through the Agent), the Borrower shall deliver new or amended Notes reflecting the new or increased Commitment or Loans of each new or affected Lender as of the Increase Effective Date. The Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any costs incurred in connection with such prepayment pursuant to Section 6.5) to the extent necessary to keep outstanding Loans ratable with any revised Commitment Percentages arising from any nonratable increase in the Commitments under this Section 2.11 Section.
(viii) the Agent shall set forth the requested have received additional commitments in a corresponding amount of the relevant Commitment Increases. Commitment Increases may be made by any such requested Incremental Revolving Commitments from either existing Lender Lenders and/or one or more other institutions that qualify as Eligible Assignees (but it being understood and agreed that no existing Lender will have any obligation shall be required to make a portion of any Commitment Increase) provide an additional commitment and each Lender may elect or by any other bank or other financial institution that is an Eligible Transferee (decline, in its sole discretion, whether to participate in any such other bank or other financial institution being called an “Additional Lender”increase); provided that and
(ix) the Administrative Agent shall have consented received customary closing certificates and legal opinions and all other documents (not including resolutions of the board of directors of the Loan Parties) it may reasonably request relating to be unreasonably withheld, conditioned the corporate or delayed) to other necessary authority for such Additional Lender’s providing any such Commitment Increase. Commitment Increases shall be provided pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, Revolving Commitments and the other Credit Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment Increases, if any, each Additional Lender, if anyvalidity thereof, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent. The Incremental Amendment may, with the.
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Incremental Revolving Loans. (a) The Subject to the terms and conditions set forth herein, the Borrower may at any time or shall have the right, from time to time after the Syndication Date (or earlier if approved by the Administrative Agent), by and upon at least ten Business Days’ prior written notice to the Administrative Agent to request to increase the Aggregate Revolving Commitments (whereupon the Administrative Agent shall promptly deliver a copy “Incremental Revolving Commitments”; and revolving loans made thereunder the “Incremental Revolving Loans”); subject, however, in any such case, to each satisfaction of the Lenders), request one or more increases in the amount of the Commitments, each such increase, a “Commitment Increase”; provided that following conditions precedent:
(i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist, (ii) unless otherwise agreed to by the Required Lenders, the Total Commitments shall not exceed $100,000,000 after giving effect to any Commitment Increases, (iii) unless agreed to by the Supermajority Lenders, the Total Commitments shall not exceed $150,000,000 after giving effect to any Commitment Increases and (iv)(1) the aggregate amount of any Commitment Increase all Incremental Revolving Commitments effected pursuant to this Section 2.11 2.6 shall not exceed such amount as $250,000,000;
(ii) on the date on which any Incremental Facility Amendment is equal to the difference of (x) the amount of Indebtedness which is then permitted to be incurred by the Borrower and the other Credit Parties in reliance on Section 4.09(1)(a)become effective, (1)(b) or (1)(c) (as applicable) of the Indentures minus (y) the Total Commitments outstanding hereunder both immediately prior to and immediately after giving effect to the incurrence of such Commitment Increase Incremental Revolving Loans and (2) the Borrower any related transactions, no Default shall have delivered occurred and be continuing;
(iii) on the date on which any Incremental Facility Amendment is to become effective, after giving effect to the Administrative Agent an Officer’s Certificate certifyingincurrence of such Incremental Revolving Loans to be made on such date and any related transactions, on a pro forma basis, the Loan Parties CHAR1\1991350v2 shall be in reasonable detail, as to compliance with the requirements financial covenant set forth in Article 12 recomputed as of preceding subclause the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 10.1;
(iv)(1). Each Commitment Increase iv) the representations and warranties set forth in Article 9 shall be true and correct in all material respects on and as of the date on which such Incremental Facility Amendment is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date;
(v) such Incremental Revolving Commitments shall be in an aggregate principal a minimum amount that is not less than of $2,500,000. Loans 10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such lesser amounts as agreed by the Agent);
(vi) any Incremental Revolving Commitments shall be made pursuant to any Commitment Increase shall have on the same terms and conditions provisions (other than upfront, arrangement or similar fees) as those applicable apply to the Loans. Each notice existing Revolving Commitments, including with respect to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from the existing revolving credit facility set forth in Section 2.1(a);
(vii) if requested by the applicable Lenders (through the Agent), the Borrower shall deliver new or amended Notes reflecting the new or increased Commitment or Loans of each new or affected Lender as of the Increase Effective Date. The Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any costs incurred in connection with such prepayment pursuant to Section 6.5) to the extent necessary to keep outstanding Loans ratable with any revised Commitment Percentages arising from any nonratable increase in the Commitments under this Section 2.11 Section.
(viii) the Agent shall set forth the requested have received additional commitments in a corresponding amount of the relevant Commitment Increases. Commitment Increases may be made by any such requested Incremental Revolving Commitments from either existing Lender Lenders and/or one or more other institutions that qualify as Eligible Assignees (but it being understood and agreed that no existing Lender will have any obligation shall be required to make a portion of any Commitment Increase) provide an additional commitment and each Lender may elect or by any other bank or other financial institution that is an Eligible Transferee (decline, in its sole discretion, whether to participate in any such other bank or other financial institution being called an “Additional Lender”increase); provided that and
(ix) the Administrative Agent shall have consented received customary closing certificates and legal opinions and all other documents (not including resolutions of the board of directors of the Loan Parties) it may reasonably request relating to be unreasonably withheld, conditioned the corporate or delayed) to other necessary authority for such Additional Lender’s providing any such Commitment Increase. Commitment Increases shall be provided pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, Revolving Commitments and the other Credit Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment Increases, if any, each Additional Lender, if anyvalidity thereof, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent. The Incremental Amendment may, with the.
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Incremental Revolving Loans. Company may by written notice to Co-Syndication Agents and Administrative Agent elect to request once prior to the 30th day after the Second Amendment Effective Date, in an amount not less than $1,000,000 (or such lesser amount which shall be approved by Administrative Agent and Co- Syndication Agents), an increase to the existing Revolving Commitments (any such increase, the "INCREMENTAL REVOLVING COMMITMENTS") by an amount such that the aggregate Revolving Commitments, including any Incremental Revolving Commitments, do not exceed $150,000,000. Such notice (an "INCREMENTAL REVOLVING NOTICE", substantially in the form of Exhibit A-5) shall specify (i) the date (the "INCREMENTAL REVOLVING CLOSING DATE") on which Company proposes that the Incremental Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to Co-Syndication Agents and Administrative Agent and (ii) the principal amount of the Incremental Revolving Commitments, and (iii) the identity of each Lender or other Person that is an Eligible Assignee (each, an -47- "INCREMENTAL REVOLVING LENDER") to whom Company proposes any portion of such Incremental Revolving Commitments be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the Incremental Revolving Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Commitment. Such Incremental Revolving Commitments shall become effective as of the Incremental Revolving Closing Date; provided that (A) the terms and provisions of the Incremental Revolving Loans shall be identical to the Revolving Loans under this Agreement; and (B) to the extent an "Effective Date" (as such term is defined in the relevant Assignment Agreement) with respect to any purchase of Revolving Loans assigned to the Incremental Revolving Lenders pursuant to the immediately succeeding paragraph is not the last day of the relevant Interest Period, Company shall make any payments required pursuant to Section 2.20(c) in connection with the Incremental Revolving Commitments. On any Incremental Revolving Closing Date, subject to the satisfaction of the foregoing terms and conditions, (a) The Borrower may at any time or from time to time after each of the Syndication Date (or earlier if approved by Lenders of the Administrative Agent), by notice to the Administrative Agent (whereupon the Administrative Agent Revolving Loans shall promptly deliver a copy assign to each of the Incremental Revolving Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Lenders of the Revolving Loans, at the principal amount thereof (together with accrued interest), request one or more increases such interests in the amount of the CommitmentsRevolving Loans outstanding on such Incremental Revolving Closing Date as shall be necessary in order that, each such increase, a “Commitment Increase”; provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist, (ii) unless otherwise agreed to by the Required Lenders, the Total Commitments shall not exceed $100,000,000 after giving effect to any Commitment Increasesall such assignments and purchases, (iii) unless agreed to such Revolving Loans will be held by the Supermajority Lenders, the Total Lenders of existing Revolving Loans and Incremental Revolving Lenders ratably in accordance with their Revolving Commitments shall not exceed $150,000,000 after giving effect to any Commitment Increases and (iv)(1) the aggregate amount addition of any Commitment Increase pursuant to this Section 2.11 shall not exceed such amount as is equal Incremental Revolving Commitments to the difference of (x) the amount of Indebtedness which is then permitted to be incurred by the Borrower and the other Credit Parties in reliance on Section 4.09(1)(a), (1)(b) or (1)(c) (as applicable) of the Indentures minus (y) the Total Commitments outstanding hereunder immediately prior to such Commitment Increase and (2) the Borrower shall have delivered to the Administrative Agent an Officer’s Certificate certifying, in reasonable detail, as to compliance with the requirements of preceding subclause (iv)(1). Each Commitment Increase shall be in an aggregate principal amount that is not less than $2,500,000. Loans made pursuant to any Commitment Increase shall have the same terms and conditions as those applicable to the Loans. Each notice from the Borrower pursuant to this Section 2.11 shall set forth the requested amount of the relevant Commitment Increases. Commitment Increases may be made by any existing Lender (but no existing Lender will have any obligation to make a portion of any Commitment Increase) or by any other bank or other financial institution that is an Eligible Transferee (any such other bank or other financial institution being called an “Additional Lender”)Revolving Commitments; provided that the Administrative Agent shall have consented use its commercially reasonable efforts to ensure that the "Effective Date" (not as such term is defined in the relevant Assignment Agreement) with respect to be unreasonably withheld, conditioned or delayed) to such Additional Lender’s providing any such Commitment Increase. Commitment Increases purchase of Revolving Loans assigned to the Incremental Revolving Lenders pursuant to this paragraph shall be provided pursuant to an amendment the last day of the relevant Interest Period, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (an “"INCREMENTAL REVOLVING LOAN") shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Amendment”) Revolving Lender shall become a Lender with respect to this Agreement and, as appropriate, the other Credit Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Incremental Revolving Commitment Increases, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, with theall matters relating thereto.
Appears in 1 contract
Incremental Revolving Loans. (a) The Borrower Borrowers may at any time or from time to time after the Syndication Effective Date (or earlier if approved by but not to exceed four times prior to the Administrative AgentInitial Maturity Date), by upon not less than five Business Days’ notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more increases that an increase in the amount of then existing Revolving Loan Commitments (the “Incremental Revolving Loan Commitments, each such increase, a “Commitment Increase”; provided with Revolving Loans made pursuant to any Incremental Revolving Loan Commitments being, “Incremental Revolving Loans”) be made available to the Borrowers (the “Incremental Facility”); provided, that immediately before and after giving effect to the incurrence of such Incremental Facility, (i) both at the time representations and warranties contained in Section 8 and the other Credit Documents are true and correct in all material respects); provided, that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such request and upon the effectiveness of any Incremental Amendment referred to belowrespective dates, (ii) no Default or Event of Default shall existhave occurred at the time of the incurrence of such Incremental Facility and be continuing or result therefrom, (iiiii) unless otherwise agreed the Fixed Charge Coverage Ratio shall be not less than 1.00:1.00, (A) determined on a Pro Forma Basis as of the last day of the Calculation Period most recently ended prior to by the Required Lendersdate of the incurrence of such Incremental Facility, as if such Incremental Facility (and any other Indebtedness incurred or to be incurred after the Total Commitments shall not exceed $100,000,000 last day of such Calculation Period and on or prior to the date of determination) had been incurred (and, if incurred to finance a Specified Transaction, such Specified Transaction had been consummated) on the first day of such Calculation Period and (B) without netting the cash proceeds of any Incremental Facility in calculating such ratio and (iv) on a Pro Forma Basis after giving effect to any Commitment Increasessuch Incremental Facility, (iii) unless agreed to by the Supermajority Lenders, the Total Commitments Excess Availability shall not exceed be no less than $150,000,000 after giving effect to any Commitment Increases and (iv)(1) the aggregate amount of any Commitment Increase pursuant to this Section 2.11 shall not exceed such amount as is equal to the difference of (x) the amount of Indebtedness which is then permitted to be incurred by the Borrower and the other Credit Parties in reliance on Section 4.09(1)(a), (1)(b) or (1)(c) (as applicable) of the Indentures minus (y) the Total Commitments outstanding hereunder immediately prior to such Commitment Increase and (2) the Borrower shall have delivered to the Administrative Agent an Officer’s Certificate certifying, in reasonable detail, as to compliance with the requirements of preceding subclause (iv)(1)5,000,000. Each Incremental Revolving Loan Commitment Increase shall be in an aggregate principal amount that is of at least $10,000,000. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facility shall not less than exceed $2,500,00020,000,000 (the “Incremental Availability”). The Incremental Facility shall rank pari passu in right of payment and of security with the existing Facilities. Any Incremental Revolving Loan Commitments and Incremental Revolving Loans made pursuant shall (A) mature on the same date as the Final Maturity Date applicable to any Commitment Increase shall have the existing ABL Facility, (B) require no scheduled amortization or mandatory commitment reduction prior to the final maturity thereof and (C) be subject to the same terms and conditions as those the ABL Facility and shall be treated substantially the same as, and made under the same documentation as, the existing ABL Facility. Any Incremental Facility may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable to the Loans. Incremental Amendment.
(b) Each notice from the Borrower Borrowers pursuant to this Section 2.11 2.15 shall set forth the requested amount and proposed terms of the relevant Commitment IncreasesIncremental Revolving Loan Commitments. Commitment Increases Incremental Revolving Loan Commitments may be made by any existing Lender (but no existing Lender will have any obligation to make a portion of any Commitment Increase) or by any other bank or other financial institution that is reasonably acceptable to (i) the Borrowers, (ii) if the consent of the Administrative Agent would be required for an Eligible Transferee assignment to such additional bank or other financial institution under this Agreement, the Administrative Agent and (iii) each Issuing Lender (any such other bank or other financial institution being called an “Additional Lender”); provided that the Administrative Agent . Commitments in respect of Incremental Revolving Loan Commitments shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Additional Lender’s providing any such Commitment Increase. Commitment Increases shall be provided become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit Documents, executed by Holdingsthe Borrowers, the BorrowerGuarantors, each Lender agreeing to provide such Commitment IncreasesIncremental Revolving Loan Commitment, if any, each Additional Lender, if any, and, to the extent such Incremental Amendment will affect the rights, obligations and duties of the Administrative Agent, the Administrative Agent. The Incremental Amendment may, with thewithout the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.15. The effectiveness of, and the borrowing under, any Incremental Amendment shall not be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 7, but only such other conditions as the parties thereto shall agree. The Borrowers will use the proceeds of the Incremental Revolving Loan Commitments for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Revolving Loan Commitments, unless it so agrees.
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Samples: Abl Credit Agreement (J.Jill, Inc.)
Incremental Revolving Loans. (a) The Borrower may at any time or from time to time after the Syndication Date (or earlier if approved by the Administrative Agent), by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more increases in the amount of the Commitments, each such increase, a “Commitment Increase”; provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist, (ii) unless otherwise agreed to by the Required Lenders, the Total Commitments shall not exceed $100,000,000 after giving effect to any Commitment Increases, (iii) unless agreed to by the Supermajority Lenders, the Total Commitments shall not exceed $150,000,000 after giving effect to any Commitment Increases and (iv)(1) the aggregate amount of any Commitment Increase pursuant to this Section 2.11 shall not exceed such amount as is equal to the difference of (x) the amount of Indebtedness which is then permitted to be incurred by the Borrower and the other Credit Parties in reliance on Section 4.09(1)(a), (1)(b) or (1)(c) (as applicable) of the Indentures minus (y) the Total Commitments outstanding hereunder immediately prior to such Commitment Increase and (2) the Borrower shall have delivered to the Administrative Agent an Officer’s Certificate certifying, in reasonable detail, as to compliance with the requirements of preceding subclause (iv)(1). Each Commitment Increase shall be in an aggregate principal amount that is not less than $2,500,000. Loans made pursuant to any Commitment Increase shall have the same terms and conditions as those applicable to the Loans. Each notice from the Borrower pursuant to this Section 2.11 shall set forth the requested amount of the relevant Commitment Increases. Commitment Increases may be made by any existing Lender (but no existing Lender will have any obligation to make a portion of any Commitment Increase) or by any other bank or other financial institution that is an Eligible Transferee (any such other bank or other financial institution being called an “Additional Lender”); provided that the Administrative Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Additional Lender’s providing any such Commitment Increase. Commitment Increases shall be provided pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment Increases, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, with thethe consent of Holdings, the Borrower and the Administrative Agent, but without the consent of any other Credit Party, the Collateral Agent or Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.11. The Borrower may use the proceeds of the Loans made pursuant to any Commitment Increase for any purpose not prohibited by this Agreement.
(b) If, on the date of any increase in the Commitments pursuant to this Section, there are any Loans outstanding, such Loans shall on or prior to the effectiveness of such Commitment Increase be prepaid from the proceeds of additional Loans made hereunder (reflecting such increase in Commitments), which prepayment shall be accompanied by accrued interest on the Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.10. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Incremental Revolving Loans. (a) The Subject to the terms and conditions set forth herein, the Borrower may at any time or shall have the right, from time to time after the Syndication Date and upon at least ten (or earlier if approved by the Administrative Agent), by 10) Business Days’ prior written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lendersan “Incremental Request”), to request one or more increases in to increase the amount of Aggregate Revolving Commitments (the “Incremental Revolving Commitments, ”; revolving loans made thereunder the “Incremental Revolving Loans”; and 56 CHAR1\1593539v8 each such increase, a an “Commitment IncreaseIncremental Facility”); provided that (i) both at the time of subject, however, in any such request and upon case, to satisfaction of the effectiveness following conditions precedent: (a) the aggregate amount of all Incremental Revolving Commitments effected pursuant to this Section 2.16 shall not exceed $150,000,000; (b) on the date on which any Incremental Facility Amendment referred is to belowbecome effective, both immediately prior to and immediately after giving effect to the incurrence of such Incremental Revolving Loans (assuming that the full amount of the Incremental Revolving Loans shall have been funded on such date) and any related transactions, no Default or Event of Default shall exist, have occurred and be continuing; (iic) unless otherwise agreed to by the Required Lenders, the Total Commitments shall not exceed $100,000,000 after giving effect to the incurrence of such Incremental Revolving Loans (assuming the full amount of the Incremental Revolving Loans have been funded) and any Commitment Increasesrelated transactions, (iii) unless agreed to by the Supermajority Lenderson a Pro Forma Basis, the Total Commitments Loan Parties shall not exceed $150,000,000 after giving effect to any Commitment Increases and (iv)(1) the aggregate amount of any Commitment Increase pursuant to this Section 2.11 shall not exceed such amount as is equal to the difference of (x) the amount of Indebtedness which is then permitted to be incurred by the Borrower and the other Credit Parties in reliance on Section 4.09(1)(a), (1)(b) or (1)(c) (as applicable) of the Indentures minus (y) the Total Commitments outstanding hereunder immediately prior to such Commitment Increase and (2) the Borrower shall have delivered to the Administrative Agent an Officer’s Certificate certifying, in reasonable detail, as to compliance with the requirements financial covenants set forth in Section 7.11; (d) the representations and warranties set forth in Article V shall be true and correct in all material respects (or if such representation and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct) on and as of preceding subclause the date on which such Incremental Facility Amendment is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (iv)(1). Each Commitment Increase or if such representation and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct) as of such earlier date; (e) such Incremental Revolving Loans shall be in an aggregate principal a minimum amount that is not less than of $2,500,000. Loans 50,000,000 and in integral multiples of $10,000,000 in excess thereof (or such lesser amounts as agreed by the Administrative Agent); (f) any Incremental Revolving Commitments shall be made pursuant to any Commitment Increase shall have on the same terms and conditions provisions (other than upfront fees) as those applicable apply to the Loans. Each notice existing Revolving Commitments, including with respect to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from the Borrower pursuant to this Section 2.11 shall existing revolving credit facility set forth the requested amount of the relevant Commitment Increases. Commitment Increases may be made by any existing Lender in Section 2.01; (but no existing Lender will have any obligation to make a portion of any Commitment Increaseg) or by any other bank or other financial institution that is an Eligible Transferee (any such other bank or other financial institution being called an “Additional Lender”); provided that the Administrative Agent shall have consented received additional commitments in a corresponding amount of such requested Incremental Revolving Loans from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (not to be unreasonably withheld, conditioned or delayed) to such Additional Lender’s providing any such Commitment Increase. Commitment Increases it being understood and agreed that no existing Lender shall be provided pursuant required to provide an additional commitment); and (h) the Administrative Agent shall have received customary closing certificates and legal opinions and all other documents (including resolutions of the board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary authority for such Incremental Revolving Loans and the validity of such Incremental Revolving Loans, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent. Any Incremental Revolving Commitments shall be evidenced by an amendment (an “Incremental Facility Amendment”) to this Agreement andAgreement, as appropriate, giving effect to the other Credit Documentsmodifications permitted by this Section 2.16 (and subject to the limitations set forth in the immediately preceding paragraph), executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment Increases, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, with the57 CHAR1\1593539v8
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Samples: Credit Agreement (TrueBlue, Inc.)
