Loans, Etc. 2.01. US$ LOANS; US$-CANADIAN LOANS; MULTI-CURRENCY LOANS; C$ LOANS; SWINGLINE LOANS; TERM LOANS. (a) Subject to the terms and conditions of this Agreement, (i) each US$ Lender severally agrees to continue and make loans to the Borrowers in Dollars ("US$ LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the US$ Commitment of such US$ Lender as in effect from time to time, PROVIDED that in no event shall the aggregate outstanding principal amount of all US$ Loans and Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities under the US$ Commitments outstanding, exceed the aggregate amount of the US$ Commitments as in effect from time to time, (ii) each US$-Canadian Lender severally agrees to continue and make loans to the Borrowers in Dollars or Canadian Dollars ("US$-CANADIAN LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the US$-Canadian Commitment of such US$-Canadian Lender as in effect from time to time, PROVIDED that in no event shall the aggregate outstanding principal amount of all US$-Canadian Loans, together with the aggregate outstanding principal amount of all C$ Loans and the aggregate amount of all Letter of Credit Liabilities under the Canadian Commitments, exceed the aggregate amount of the US$-Canadian Commitments as in effect from time to time, (iii) each Multi-Currency Lender severally agrees to continue and make loans to the Borrowers in any Multi-Currency ("MULTI-CURRENCY LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the Multi-Currency Commitment of such Multi-Currency Lender as in effect from time to time, PROVIDED that in no event shall the aggregate outstanding principal amount of all Multi-Currency Loans, together with the aggregate amount of all Letter of Credit Liabilities under the Multi-Currency Commitments outstanding, exceed the aggregate amount of the Multi-Currency Commitments as in effect from time to time, (iv) each Canadian Lender severally agrees to continue and make C$ Loans to the Canadian Borrower in Canadian Dollars during the Commitment Period and the Canadian Issuing Bank agrees to make available Canadian Letters of Credit in accordance with the terms and provisions of Annex A hereto, and (v) each Term Lender severally agrees to make a term loan to the Company in Dollars ("TERM LOANS") on the Effective Date in an amount not to exceed the amount of the Term Commitment of such Term Lender. Subject to the terms and conditions of this Agreement, during the Commitment Period, the Borrowers may (x) borrow, repay and reborrow the US$ Loans, the Dollar-denominated US$-Canadian Loans and the Dollar-denominated Multi-Currency Loans by means of ABR Loans and Eurocurrency Loans and (y) convert the US$ Loans, the Dollar-denominated US$-Canadian Loans, the Dollar-denominated Multi-Currency Loans or the Term Loans of one Type into Loans of the other Type (as provided in Section 3.02(a) hereof) or continue Eurocurrency Loans for subsequent Interest Periods. Unless otherwise provided herein, all Multi-Currency Loans and all US$-Canadian Loans, other than Dollar-denominated Multi-Currency Loans and Dollar-denominated US$-Canadian Loans, shall be made, maintained and continued as Eurocurrency Loans. (b) The Loans outstanding under the Existing Credit Agreement on the Effective Date other than the Tranche A Term Loans and the Tranche B Term Loans thereunder (which shall be prepaid in full on the Effective Date) shall continue to be outstanding and shall be continued under this Agreement (such Loans to be continuing, the "EXISTING LOANS"). (c) The Swingline Lender agrees to make a portion of the credit otherwise available to the Company under the US$ Commitments from time to time during the Commitment Period by making swing line loans ("SWINGLINE LOANS") to the Company in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the Swingline Commitment (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender's other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect), PROVIDED that in no event shall the aggregate outstanding principal amount of all US$ Loans and Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities under the US$ Commitments outstanding, exceed the aggregate amount of the US$ Commitments as in effect from time to time. During the Commitment Period, the Company may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. For purposes of calculating the commitment fee payable in respect of the US$ Commitments under Section 2.03, the Swingline Loans shall not be treated as usage of the US$ Commitments. Swingline Loans shall be Dollar-denominated Loans only.
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Loans, Etc. 2.01. 2.01 US$ LOANS; US$-CANADIAN LOANS; MULTI-CURRENCY LOANS; C$ LOANS; SWINGLINE TRANCHE A TERM LOANS; TRANCHE B TERM LOANS.
(a) Subject to the terms and conditions of this Agreement, (i) each US$ Lender severally agrees to continue and make loans to the Borrowers in Dollars ("US$ LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the US$ Commitment of such US$ Lender as in effect from time to time, PROVIDED that in no event shall the aggregate outstanding principal amount of all US$ Loans and Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities under the US$ Commitments outstanding, exceed the aggregate amount of the US$ Commitments as in effect from time to time, (ii) each US$-Canadian Lender severally agrees to continue and make loans to the Borrowers in Dollars or Canadian Dollars ("US$-CANADIAN LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the US$-Canadian Commitment of such US$-Canadian Lender as in effect from time to time, PROVIDED that in no event shall the aggregate outstanding principal amount of all US$-Canadian Loans, together with the aggregate outstanding principal amount of all C$ Loans and the aggregate amount of all Letter of Credit Liabilities under the Canadian CommitmentsLoans, exceed the aggregate amount of the US$-Canadian Commitments as in effect from time to time, (iii) each Multi-Currency Lender severally agrees to continue and make loans to the Borrowers in any Multi-Currency ("MULTI-CURRENCY LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the Multi-Currency Commitment of such Multi-Currency Lender as in effect from time to time, PROVIDED provided that in no event shall the aggregate outstanding principal amount of all Multi-Currency Loans, together with the aggregate amount of all Letter of Credit Liabilities under the Multi-Currency Commitments outstanding, exceed the aggregate amount of the Multi-Currency Commitments as in effect from time to time, (iv) each Canadian Lender severally agrees to continue and make C$ Loans to the Canadian Borrower in Canadian Dollars during the Commitment Period and the Canadian Issuing Bank agrees to make available Canadian Letters of Credit in accordance with the terms and provisions of Annex A hereto, and (v) each Tranche A Term Lender severally agrees to make a term loan to the Company in Dollars ("TRANCHE A TERM LOANS") on the Effective Date in an amount not to exceed the amount of the Tranche A Term Commitment of such Tranche A Term Lender and (vi) each Tranche B Term Lender severally agrees to make a term loan to the Company in Dollars ("TRANCHE B TERM LOANS") on the Effective Date in an amount not to exceed the amount of the Tranche B Term Commitment of such Tranche B Term Lender. Subject to the terms and conditions of this Agreement, during the Commitment Period, the Borrowers may (x) borrow, repay and reborrow the US$ Loans, the Dollar-denominated US$-Canadian Loans and the Dollar-denominated Multi-Currency Loans by means of ABR Loans and Eurocurrency Loans and (y) convert the US$ Loans, the Dollar-denominated US$-Canadian Loans, the Dollar-denominated Multi-Currency Loans, the Tranche A Term Loans or the Tranche B Term Loans of one Type into Loans of the other Type (as provided in Section 3.02(a) hereof) or continue Eurocurrency Loans for subsequent Interest Periods. Unless otherwise provided herein, all Multi-Currency Loans and all US$-Canadian Loans, other than Dollar-denominated Multi-Currency Loans and Dollar-denominated US$-Canadian Loans, shall be made, maintained and continued as Eurocurrency Loans.
(b) The Loans outstanding under the Existing Credit Agreement on the Effective Date other than (the Tranche A Term Loans and the Tranche B Term Loans thereunder (which shall be prepaid in full on the Effective Date"EXISTING LOANS") shall continue to be outstanding and shall be continued under this Agreement (such Loans to be continuing, the "EXISTING LOANS")Agreement.
(c) The Swingline Lender agrees to make a portion of the credit otherwise available to the Company under the US$ Commitments from time to time during the Commitment Period by making swing line loans ("SWINGLINE LOANS") to the Company in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the Swingline Commitment (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender's other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect), PROVIDED that in no event shall the aggregate outstanding principal amount of all US$ Loans and Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities under the US$ Commitments outstanding, exceed the aggregate amount of the US$ Commitments as in effect from time to time. During the Commitment Period, the Company may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. For purposes of calculating the commitment fee payable in respect of the US$ Commitments under Section 2.03, the Swingline Loans shall not be treated as usage of the US$ Commitments. Swingline Loans shall be Dollar-denominated Loans only.
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Loans, Etc. 2.01. US$ LOANS; US$-CANADIAN LOANS; MULTI-CURRENCY LOANS; C$ LOANS; SWINGLINE LOANS; TERM LOANS.
(a) Subject to the terms and conditions of this Agreement, (i) each US$ Lender severally agrees to continue and make loans to the Borrowers Company in Dollars ("US$ LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the US$ Commitment of such US$ Lender as in effect from time to time, PROVIDED that in no event shall the aggregate outstanding principal amount of all US$ Loans and US$ Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities under the US$ Commitments outstanding, exceed the aggregate amount of the US$ Commitments as in effect from time to time, (ii) each US$-Canadian Lender severally agrees to continue and make loans to the Borrowers Company in Dollars or Canadian Dollars ("US$-CANADIAN LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the US$-Canadian Commitment of such US$-Canadian Lender as in effect from time to time, PROVIDED provided that in no event shall the aggregate outstanding principal amount of all US$-Canadian Loans, together with the aggregate outstanding principal amount of all C$ Loans and the aggregate amount of all Letter of Credit Liabilities under the Canadian Commitments, exceed the aggregate amount of the US$-Canadian Commitments as in effect from time to time, (iii) each Multi-Currency Lender severally agrees to continue and make loans to the Borrowers Company in any Multi-Currency ("MULTI-CURRENCY LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the Multi-Currency Commitment of such Multi-Currency Lender as in effect from time to time, PROVIDED that in no event shall the aggregate outstanding principal amount of all Multi-Currency Loans and Multi-Currency Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities under the Multi-Currency Commitments outstanding, exceed the aggregate amount of the Multi-Currency Commitments as in effect from time to time, (iv) each Canadian Lender severally agrees to continue and make C$ Loans to the Canadian Borrower in Canadian Dollars during the Commitment Period and the Canadian Issuing Bank agrees to make available Canadian Letters of Credit in accordance with the terms and provisions of Annex A hereto, and (v) each Initial Term Lender severally agrees to make a term loan to the Company in Dollars ("INITIAL TERM LOANS") on the Effective Date in an amount not to exceed the amount of the Initial Term Commitment of such Initial Term Lender. Subject to the terms and conditions of this Agreement, during the Commitment Period, the Borrowers Company may (x) borrow, repay and reborrow the US$ Loans, the Dollar-denominated US$-Canadian Loans and the Dollar-denominated Multi-Currency Loans by means of ABR Loans and Eurocurrency Loans and (y) convert the US$ Loans, the Dollar-denominated US$-Canadian Loans, the Dollar-denominated Multi-Currency Loans or the Term Loans of one Type into Loans of the other Type (as provided in Section 3.02(a) hereof) or continue Eurocurrency Loans for subsequent Interest Periods. Unless otherwise provided herein, all Multi-Currency Loans and all US$-Canadian LoansLoans made to the Company, other than Dollar-denominated Multi-Currency Loans and Dollar-denominated US$-Canadian Loans, shall be made, maintained and continued as Eurocurrency Loans.
. Notwithstanding the foregoing, in connection with the making of any Initial Term Loan pursuant to this clause (bv) The Loans of this Section 2.01(a), by delivering notice to the Administrative Agent prior to the Effective Date, any Initial Term Lender may elect to convert all or part of the outstanding principal amount of such Lender's existing term loans under the Existing Credit Agreement on the Effective Date other than the Tranche A into a principal amount of Initial Term Loans and hereunder equal to the Tranche B Term Loans thereunder (which shall be prepaid in full on the Effective Date) shall continue to be outstanding and shall be continued under this Agreement (such Loans to be continuing, the "EXISTING LOANS")principal amount so converted.
(ci) The Swingline Lender agrees to make a portion of the credit otherwise available Notwithstanding anything to the contrary contained in this Agreement, the Company under the US$ Commitments may request from time to time during that the aggregate Revolving Commitments hereunder be increased by an aggregate amount not to exceed $200,000,000 LESS the aggregate amount of borrowings of Incremental Term Loans pursuant to Section 2.01(c). The Company may (I) request any of one or more of the Lenders to increase the amount of its Revolving Commitment Period by making swing line loans (which request shall be in writing and sent to the Administrative Agent to forward to such Lender and shall contain the Company's requested allocation of such increased Revolving Commitment to the US$ Commitments, the US$-Canadian Commitments and/or the Multi-Currency Commitments) and/or (II) arrange for any of one or more banks or financial institutions not a party hereto (an "SWINGLINE LOANSOTHER LENDER") to become a party to and a Lender under this Agreement, PROVIDED that the identification and arrangement of such Other Lender to become a party hereto and a Lender under this Agreement shall be made in consultation with the Administrative Agent. In no event may any Lender's Revolving Commitment be increased without the prior written consent of such Lender, and the failure of any Lender to respond to the Company's request for an increase shall be deemed a rejection by such Lender of the Company's request. The aggregate Revolving Commitments of all Lenders hereunder may not be increased if, at the time of any proposed increase hereunder, a Default or Event of Default has occurred and is continuing. Upon any request by the Company to increase the aggregate Revolving Commitments hereunder, the Company shall be deemed to have represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender shall have any obligation whatsoever to increase the amount of its Revolving Commitment, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Commitment.
(ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Revolving Commitment hereunder (such a Lender hereinafter referred to as an aggregate principal amount at any one time outstanding up "INCREASING LENDER"), it shall enter into a written agreement to but not exceeding that effect with the Company and the Administrative Agent, substantially in the form of Exhibit K (a "COMMITMENT INCREASE Supplement"), which agreement shall specify, among other things, (x) the amount of the Swingline increased Revolving Commitment of such Increasing Lender and (notwithstanding that y) the Swingline Loans outstanding at any timeallocation of such increased Revolving Commitment to the US$ Commitments, when aggregated the US$-Canadian Commitments and/or the Multi-Currency Commitments. Upon the effectiveness of such Increasing Lender's increase in Revolving Commitment, Schedule I shall, without further action, be deemed to have been amended appropriately to reflect the increased Revolving Commitment and of such Increasing Lender. Any Other Lender which is willing to become a party hereto and a Lender hereunder (and which arrangement to become a party hereto and a Lender hereunder has been consulted by the Company with the Swingline Lender's other outstanding Revolving LoansAdministrative Agent) shall enter into a written agreement with the Company and the Administrative Agent, may exceed substantially in the Swingline Commitment then in effectform of Exhibit L (an "ADDITIONAL LENDER SUPPLEMENT"), PROVIDED that which agreement shall specify, among other things, its Revolving Commitment hereunder. When such Other Lender becomes a Lender hereunder as set forth in the Additional Lender Supplement, Schedule I shall, without further action, be deemed to have been amended as appropriate to reflect the Revolving Commitment of such Other Lender. Upon the execution by the Administrative Agent, the Company and such Other Lender of such Additional Lender Supplement, such Other Lender shall become and be deemed a party hereto and a "Lender" hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Revolving Commitment shall be the amount specified in its Additional Lender Supplement. Each Other Lender which executes and delivers an Additional Lender Supplement and becomes a party hereto and a "Lender" hereunder pursuant to such Additional Lender Supplement is hereinafter referred to as an "ADDITIONAL LENDER."
(iii) In no event shall an increase in a Lender's Revolving Commitment or the Revolving Commitment of an Other Lender become effective until the Administrative Agent shall have received a favorable written opinion of counsel for the Company, addressed to the Lenders, with respect to the matters set forth in paragraphs 1, 2, 3, 4, 5 and 7 of Exhibit G-1 as they relate to this Agreement and the borrowings hereunder after giving effect to the increase in the aggregate Revolving Commitments hereunder resulting from the increase in such Lender's Revolving Commitment or the extension of a Revolving Commitment by such Other Lender. In no event shall an increase in a Lender's Revolving Commitment or the Revolving Commitment of an Other Lender which results in the aggregate Revolving Commitments of all Lenders hereunder exceeding the amount which is authorized at such time in resolutions previously delivered to the Administrative Agent become effective until the Administrative Agent shall have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors of the Company authorizing the borrowings contemplated pursuant to such increase, certified by the Secretary or an Assistant Secretary of the Company. Upon the effectiveness of the increase in a Lender's Revolving Commitment or the Revolving Commitment of an Other Lender pursuant to the preceding sentence and execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Supplement, the Company shall make such borrowing from such Increasing Lender or Additional Lender, and/or shall make such prepayment of outstanding US$ Loans, Multi-Currency Loans, US$-Canadian Loans and/or C$ Loans, as applicable, as shall be required to cause the aggregate outstanding principal amount of all US$ such Loans owing to each Lender (including each such Increasing Lender and Swingline LoansAdditional Lender) to be proportional to such Lender's share of the relevant aggregate Revolving Commitments hereunder after giving effect to any increase thereof.
(iv) No Other Lender may become an Additional Lender unless an Additional Lender Supplement (or counterparts thereof) has been signed by such bank or financial institution and which Additional Lender Supplement has been agreed to and acknowledged by the Company and acknowledged by the Administrative Agent. No consent of any Lender or acknowledgment of any of the other Lenders hereunder shall be required therefor. In no event shall the Revolving Commitment of any Lender be increased by reason of any bank or financial institution becoming an Additional Lender, together with or otherwise, but the aggregate Revolving Commitments hereunder shall be increased by the amount of all Letter of Credit Liabilities under each Additional Lender's Revolving Commitment. Upon any Lender entering into a Commitment Increase Supplement or any Additional Lender becoming a party hereto, the US$ Commitments outstanding, exceed the aggregate amount Administrative Agent shall notify each other Lender thereof and shall deliver to each Lender a copy of the US$ Commitments as in effect from time Additional Lender Supplement executed by such Additional Lender, agreed to time. During and acknowledged by the Company and acknowledged by the Administrative Agent, and the Commitment PeriodIncrease Supplement executed by such Increasing Lender, agreed to and acknowledged by the Company and acknowledged by the Administrative Agent.
(c) (i) Notwithstanding anything to the contrary contained in this Agreement, the Company may use request not more than twice that any one or more Lenders (or any Other Lender) shall make Incremental Term Loans in an aggregate amount (x) on any one occasion, not less than $50,000,000, and (y) at all times, not to exceed $200,000,000 in the Swingline Commitment by borrowingaggregate LESS any increase in the Revolving Commitments pursuant to Section 2.01(b). The Company may (I) request any of one or more of the Lenders to make Incremental Term Loans (which request shall be in writing and sent to the Administrative Agent to forward to such Lender) and/or (II) arrange for any Other Lender to become a party to and a Lender under this Agreement, repaying PROVIDED that the identification and reborrowing, all arrangement of such Other Lender to become a party hereto and a Lender under this Agreement shall be made in accordance consultation with the terms Administrative Agent. The Incremental Term Loans may not be made if, at the time of such proposal hereunder or after giving effect to the borrowing of such Incremental Term Loans, a Default or Event of Default has occurred and conditions hereofis continuing. Swingline Loans Upon any such request pursuant to this Section 2.01(c)(i) by the Company, the Company shall be ABR Loans only. For purposes of calculating the commitment fee payable in respect deemed to have represented and warranted on and as of the US$ Commitments under Section 2.03date of such request that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, the Swingline Loans no Lender shall not be treated as usage of the US$ Commitments. Swingline Loans shall be Dollar-denominated Loans onlyhave any obligation whatsoever to participate in any increase described in this paragraph, and each Lender may at its option, unconditionally and without cause, decline to participate in such increase.
Appears in 1 contract
Loans, Etc. 2.01. US$ LOANS; US$-CANADIAN LOANS; MULTI-CURRENCY LOANS; C$ LOANS; SWINGLINE LOANS; TERM LOANS.Lender hereby agrees to make the following credit facility available to Borrowers, on terms and conditions set forth herein: Loan Agreement Farm Credit of Southwest Florida ACA/Atlantic Blue Group, Inc., et ax
(ai) RLOC - Subject to Borrowers’ compliance with the terms and conditions of this Loan Agreement, (i) each US$ Lender severally agrees shall make available to continue and make loans Borrowers Advances up to the Borrowers in Dollars ("US$ LOANS") during Maximum RLOC Availability from the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding Closing Date through the amount of the US$ Commitment of such US$ Lender as in effect from time to timeExpiration Date, PROVIDED that in no event shall the aggregate outstanding principal amount of all US$ Loans and Swingline Loanswhich, together with the aggregate amount of all Letter of Credit Liabilities under the US$ Commitments outstanding, exceed the aggregate amount of the US$ Commitments as in effect from time to time, (ii) each US$-Canadian Lender severally agrees to continue and make loans to the Borrowers in Dollars or Canadian Dollars ("US$-CANADIAN LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the US$-Canadian Commitment of such US$-Canadian Lender as in effect from time to time, PROVIDED that in no event shall the aggregate outstanding principal amount of all US$-Canadian Loans, together with the aggregate outstanding principal amount of all C$ Loans and the aggregate amount of all Letter of Credit Liabilities under the Canadian Commitments, exceed the aggregate amount of the US$-Canadian Commitments as in effect from time to time, (iii) each Multi-Currency Lender severally agrees to continue and make loans to the Borrowers in any Multi-Currency ("MULTI-CURRENCY LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the Multi-Currency Commitment of such Multi-Currency Lender as in effect from time to time, PROVIDED that in no event shall the aggregate outstanding principal amount of all Multi-Currency Loans, together with the aggregate amount of all Letter of Credit Liabilities under the Multi-Currency Commitments outstanding, exceed the aggregate amount of the Multi-Currency Commitments as in effect from time to time, (iv) each Canadian Lender severally agrees to continue and make C$ Loans to the Canadian Borrower in Canadian Dollars during the Commitment Period and the Canadian Issuing Bank agrees to make available Canadian Letters of Credit in accordance with the RLOC Note, may be advanced, paid down and readvanced. Advances shall be in minimum increments of not less than $100,000.00. PROVIDED HOWEVER, that no Advance shall be made under the RLOC if, after giving effect to such Advance, the Maximum RLOC Availability would be a negative number. The obligation to repay the RLOC shall be evidenced by the RLOC Note and shall have the repayment terms and provisions interest rates as set forth therein. All amounts outstanding under the RLOC shall be due and payable on the RLOC Maturity Date. Lender and Borrowers agree that the RLOC Maturity Date may be extended for additional one year periods in the following manner. Each year commencing May 31, 2009 Borrowers may request in writing that the RLOC Maturity Date be extended for an additional one year period provided that (i) Borrowers request the extension in a writing provided to Lender by May 31st of Annex A hereto, such year and (vii) each Term Lender severally agrees shall not have notified Borrowers in writing by July 31st of the same year of Lender’s intention to make terminate the Loan, which decision shall be made in the sole discretion of Lender. If Lender does not elect to terminate the Loan as provided above the RLOC Maturity Date shall be deemed extended for one additional year.
(ii) Overadvances - If Lender shall at any time determine that the total amount outstanding under the RLOC exceeds the Overadvance Threshold (70% of the Market Value of the Alico Stock), it shall immediately notify Borrowers by telephone of the amount by which the RLOC Commitment (65% of the Market Value of Alico Stock) is exceeded by the sum of then-outstanding amounts under the RLOC (such amount, the “Overadvance Amount”). Within forty-eight (48) hours of such notification, or, if the next succeeding day shall not be a term loan to the Company in Dollars ("TERM LOANS") Business Day, then no later than 2:00 p.m. Arcadia, Florida time, on the Effective Date Business Day immediately following the date of notification, Borrowers shall (A) pay or prepay an amount in readily-available funds not less than the Overadvance Amount, to be applied to amounts owed under the RLOC, or (B) promptly pledge additional Alico Stock having a Market Value of Alico Stock in an amount not to exceed the amount of the Term Commitment of such Term Lender. Subject to the terms and conditions of this Agreement, during the Commitment Period, the Borrowers may (x) borrow, repay and reborrow the US$ Loans, the Dollar-denominated US$-Canadian Loans and the Dollar-denominated Multi-Currency Loans by means of ABR Loans and Eurocurrency Loans and (y) convert the US$ Loans, the Dollar-denominated US$-Canadian Loans, the Dollar-denominated Multi-Currency Loans or the Term Loans of one Type into Loans of the other Type (as provided in Section 3.02(a) hereof) or continue Eurocurrency Loans for subsequent Interest Periods. Unless otherwise provided herein, all Multi-Currency Loans and all US$-Canadian Loans, other than Dollar-denominated Multi-Currency Loans and Dollar-denominated US$-Canadian Loans, shall be made, maintained and continued as Eurocurrency Loans.
(b) The Loans outstanding under the Existing Credit Agreement on the Effective Date other less than the Tranche A Term Loans and the Tranche B Term Loans thereunder (which shall be prepaid in full on the Effective Date) shall continue to be outstanding and shall be continued under this Agreement (such Loans to be continuing, the "EXISTING LOANS")Overadvance Amount.
(c) The Swingline Lender agrees to make a portion of the credit otherwise available to the Company under the US$ Commitments from time to time during the Commitment Period by making swing line loans ("SWINGLINE LOANS") to the Company in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the Swingline Commitment (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender's other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect), PROVIDED that in no event shall the aggregate outstanding principal amount of all US$ Loans and Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities under the US$ Commitments outstanding, exceed the aggregate amount of the US$ Commitments as in effect from time to time. During the Commitment Period, the Company may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. For purposes of calculating the commitment fee payable in respect of the US$ Commitments under Section 2.03, the Swingline Loans shall not be treated as usage of the US$ Commitments. Swingline Loans shall be Dollar-denominated Loans only.
Appears in 1 contract
Loans, Etc. 2.01. 2.1 US$ LOANS; US$-CANADIAN LOANS; MULTI-CURRENCY LOANS; C$ LOANS; SWINGLINE TRANCHE A TERM LOANS; TRANCHE B TERM LOANS.
(a) Subject to the terms and conditions of this Agreement, (i) each US$ Lender severally agrees to continue and make loans to the Borrowers in Dollars ("US$ LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the US$ Commitment of such US$ Lender as in effect from time to time, PROVIDED that in no event shall the aggregate outstanding principal amount of all US$ Loans and Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities under the US$ Commitments outstanding, exceed the aggregate amount of the US$ Commitments as in effect from time to time, (ii) each US$-Canadian Lender severally agrees to continue and make loans to the Borrowers in Dollars or Canadian Dollars ("US$-CANADIAN LOANSLoans") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the US$-Canadian Commitment of such US$-Canadian Lender as in effect from time to time, PROVIDED that in no event shall the aggregate outstanding principal amount of all US$-Canadian Loans, together with the aggregate outstanding principal amount of all C$ Loans and the aggregate amount of all Letter of Credit Liabilities under the Canadian CommitmentsLoans, exceed the aggregate amount of the US$-Canadian Commitments as in effect from time to time, (iii) each Multi-Currency Lender severally agrees to continue and make loans to the Borrowers in any Multi-Currency ("MULTI-CURRENCY LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the Multi-Currency Commitment of such Multi-Currency Lender as in effect from time to time, PROVIDED that in no event shall the aggregate outstanding principal amount of all Multi-Currency Loans, together with the aggregate amount of all Letter of Credit Liabilities under the Multi-Currency Commitments outstanding, exceed the aggregate amount of the Multi-Currency Commitments as in effect from time to time, (iv) each Canadian Lender severally agrees to continue and make C$ Loans to the Canadian Borrower in Canadian Dollars during the Commitment Period and the Canadian Issuing Bank agrees to make available Canadian Letters of Credit in accordance with the terms and provisions of Annex A hereto, and (v) each Tranche A Term Lender severally agrees to make a term loan to the Company in Dollars ("TRANCHE A TERM LOANS") on the Effective Date in an amount not to exceed the amount of the Tranche A Term Commitment of such Tranche A Term Lender and (vi) each Tranche B Term Lender severally agrees to make a term loan to the Company in Dollars ("TRANCHE B TERM LOANS") on the Effective Date in an amount not to exceed the amount of the Tranche B Term Commitment of such Tranche B Term Lender. Subject to the terms and conditions of this Agreement, during the Commitment Period, the Borrowers may (x) borrow, repay and reborrow the US$ Loans, the Dollar-denominated US$-Canadian Loans and the Dollar-denominated Multi-Currency Loans by means of ABR Loans and Eurocurrency Loans and (y) convert the US$ Loans, the Dollar-denominated US$-Canadian Loans, the Dollar-denominated Multi-Currency Loans, the Tranche A Term Loans or the Tranche B Term Loans of one Type into Loans of the other Type (as provided in Section 3.02(a) hereof) or continue Eurocurrency Loans for subsequent Interest Periods. Unless otherwise provided herein, all Multi-Currency Loans and all US$-Canadian Loans, other than Dollar-denominated Multi-Currency Loans and Dollar-denominated US$-Canadian Loans, shall be made, maintained and continued as Eurocurrency Loans.
(b) The Loans outstanding under the Existing Credit Agreement on the Effective Date other than (the Tranche A Term Loans and the Tranche B Term Loans thereunder (which shall be prepaid in full on the Effective Date"EXISTING LOANS") shall continue to be outstanding and shall be continued under this Agreement (such Loans to be continuing, the "EXISTING LOANS")Agreement.
(c) The Swingline Lender agrees to make a portion of the credit otherwise available to the Company under the US$ Commitments from time to time during the Commitment Period by making swing line loans ("SWINGLINE LOANS") to the Company in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the Swingline Commitment (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender's other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect), PROVIDED that in no event shall the aggregate outstanding principal amount of all US$ Loans and Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities under the US$ Commitments outstanding, exceed the aggregate amount of the US$ Commitments as in effect from time to time. During the Commitment Period, the Company may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. For purposes of calculating the commitment fee payable in respect of the US$ Commitments under Section 2.03, the Swingline Loans shall not be treated as usage of the US$ Commitments. Swingline Loans shall be Dollar-denominated Loans only.
Appears in 1 contract
Loans, Etc. 2.01. US$ LOANS; US$-CANADIAN LOANS; MULTI-CURRENCY LOANS; C$ LOANS; SWINGLINE LOANS; TERM LOANS.
(a) Subject to the terms and conditions of this Agreement, (i) each US$ Lender severally agrees to continue and make loans to the Borrowers Company in Dollars ("US$ LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the US$ Commitment of such US$ Lender as in effect from time to time, PROVIDED that in no event shall the aggregate outstanding principal amount of all US$ Loans and US$ Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities under the US$ Commitments outstanding, exceed the aggregate amount of the US$ Commitments as in effect from time to time, (ii) each US$-Canadian Lender severally agrees to continue and make loans to the Borrowers Company in Dollars or Canadian Dollars ("US$-CANADIAN LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the US$-Canadian Commitment of such US$-Canadian Lender as in effect from time to time, PROVIDED that in no event shall the aggregate outstanding principal amount of all US$-Canadian Loans, together with the aggregate outstanding principal amount of all C$ Loans and the aggregate amount of all Letter of Credit Liabilities under the Canadian Commitments, exceed the aggregate amount of the US$-Canadian Commitments as in effect from time to time, (iii) each Multi-Currency Lender severally agrees to continue and make loans to the Borrowers Company in any Multi-Currency ("MULTI-CURRENCY LOANS") during the Commitment Period in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the Multi-Currency Commitment of such Multi-Currency Lender as in effect from time to time, PROVIDED that in no event shall the aggregate outstanding principal amount of all Multi-Currency Loans and Multi-Currency Swingline Loans, together with the aggregate amount of all Letter of Credit Liabilities under the Multi-Currency Commitments outstanding, exceed the aggregate amount of the Multi-Currency Commitments as in effect from time to time, (iv) each Canadian Lender severally agrees to continue and make C$ Loans to the Canadian Borrower in Canadian Dollars during the Commitment Period and the Canadian Issuing Bank agrees to make available Canadian Letters of Credit in accordance with the terms and provisions of Annex A hereto, and (v) each Initial Term Lender severally agrees to make a term loan to the Company in Dollars ("INITIAL TERM LOANS") on the Effective Date in an amount not to exceed the amount of the Initial Term Commitment of such Initial Term Lender. Subject to the terms and conditions of this Agreement, during the Commitment Period, the Borrowers Company may (x) borrow, repay and reborrow the US$ Loans, the Dollar-denominated US$-Canadian Loans and the Dollar-denominated Multi-Currency Loans by means of ABR Loans and Eurocurrency Loans and (y) convert the US$ Loans, the Dollar-denominated US$-Canadian Loans, the Dollar-denominated Multi-Currency Loans or the Term Loans of one Type into Loans of the other Type (as provided in Section 3.02(a) hereof) or continue Eurocurrency Loans for subsequent Interest Periods. Unless otherwise provided herein, all Multi-Currency Loans and all US$-Canadian LoansLoans made to the Company, other than Dollar-denominated Multi-Currency Loans and Dollar-denominated US$-Canadian Loans, shall be made, maintained and continued as Eurocurrency Loans.
. Notwithstanding the foregoing, in connection with the making of any Initial Term Loan pursuant to this clause (bv) The Loans of this Section 2.01(a), by delivering notice to the Administrative Agent prior to the Effective Date, any Initial Term Lender may elect to convert all or part of the outstanding principal amount of such Lender's existing term loans under the Existing Credit Agreement on the Effective Date other than the Tranche A into a principal amount of Initial Term Loans and hereunder equal to the Tranche B Term Loans thereunder (which shall be prepaid in full on the Effective Date) shall continue to be outstanding and shall be continued under this Agreement (such Loans to be continuing, the "EXISTING LOANS")principal amount so converted.
(ci) The Swingline Lender agrees to make a portion of the credit otherwise available Notwithstanding anything to the contrary contained in this Agreement, the Company under the US$ Commitments may request from time to time during that the aggregate Revolving Commitments hereunder be increased by an aggregate amount not to exceed $200,000,000 LESS the aggregate amount of borrowings of Incremental Term Loans pursuant to Section 2.01(c). The Company may (I) request any of one or more of the Lenders to increase the amount of its Revolving Commitment Period by making swing line loans (which request shall be in writing and sent to the Administrative Agent to forward to such Lender and shall contain the Company's requested allocation of such increased Revolving Commitment to the US$ Commitments, the US$-Canadian Commitments and/or the Multi-Currency Commitments) and/or (II) arrange for any of one or more banks or financial institutions not a party hereto (an "SWINGLINE LOANSOTHER LENDER") to become a party to and a Lender under this Agreement, PROVIDED that the identification and arrangement of such Other Lender to become a party hereto and a Lender under this Agreement shall be made in consultation with the Administrative Agent. In no event may any Lender's Revolving Commitment be increased without the prior written consent of such Lender, and the failure of any Lender to respond to the Company's request for an increase shall be deemed a rejection by such Lender of the Company's request. The aggregate Revolving Commitments of all Lenders hereunder may not be increased if, at the time of any proposed increase hereunder, a Default or Event of Default has occurred and is continuing. Upon any request by the Company to increase the aggregate Revolving Commitments hereunder, the Company shall be deemed to have represented and warranted on and as of the date of such request that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender shall have any obligation whatsoever to increase the amount of its Revolving Commitment, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Commitment.
(ii) If any Lender is willing, in its sole and absolute discretion, to increase the amount of its Revolving Commitment hereunder (such a Lender hereinafter referred to as an aggregate principal amount at any one time outstanding up "INCREASING LENDER"), it shall enter into a written agreement to but not exceeding that effect with the Company and the Administrative Agent, substantially in the form of Exhibit K (a "COMMITMENT INCREASE SUPPLEMENT"), which agreement shall specify, among other things, (x) the amount of the Swingline increased Revolving Commitment of such Increasing Lender and (notwithstanding that y) the Swingline Loans outstanding at any timeallocation of such increased Revolving Commitment to the US$ Commitments, when aggregated the US$-Canadian Commitments and/or the Multi-Currency Commitments. Upon the effectiveness of such Increasing Lender's increase in Revolving Commitment, Schedule I shall, without further action, be deemed to have been amended appropriately to reflect the increased Revolving Commitment and of such Increasing Lender. Any Other Lender which is willing to become a party hereto and a Lender hereunder (and which arrangement to become a party hereto and a Lender hereunder has been consulted by the Company with the Swingline Lender's other outstanding Revolving LoansAdministrative Agent) shall enter into a written agreement with the Company and the Administrative Agent, may exceed substantially in the Swingline Commitment then in effectform of Exhibit L (an "ADDITIONAL LENDER SUPPLEMENT"), PROVIDED that which agreement shall specify, among other things, its Revolving Commitment hereunder. When such Other Lender becomes a Lender hereunder as set forth in the Additional Lender Supplement, Schedule I shall, without further action, be deemed to have been amended as appropriate to reflect the Revolving Commitment of such Other Lender. Upon the execution by the Administrative Agent, the Company and such Other Lender of such Additional Lender Supplement, such Other Lender shall become and be deemed a party hereto and a "Lender" hereunder for all purposes hereof and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in this Agreement, and its Revolving Commitment shall be the amount specified in its Additional Lender Supplement. Each Other Lender which executes and delivers an Additional Lender Supplement and becomes a party hereto and a "Lender" hereunder pursuant to such Additional Lender Supplement is hereinafter referred to as an "ADDITIONAL LENDER."
(iii) In no event shall an increase in a Lender's Revolving Commitment or the Revolving Commitment of an Other Lender become effective until the Administrative Agent shall have received a favorable written opinion of counsel for the Company, addressed to the Lenders, with respect to the matters set forth in paragraphs 1, 2, 3, 4, 5 and 7 of Exhibit G-1 as they relate to this Agreement and the borrowings hereunder after giving effect to the increase in the aggregate Revolving Commitments hereunder resulting from the increase in such Lender's Revolving Commitment or the extension of a Revolving Commitment by such Other Lender. In no event shall an increase in a Lender's Revolving Commitment or the Revolving Commitment of an Other Lender which results in the aggregate Revolving Commitments of all Lenders hereunder exceeding the amount which is authorized at such time in resolutions previously delivered to the Administrative Agent become effective until the Administrative Agent shall have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors of the Company authorizing the borrowings contemplated pursuant to such increase, certified by the Secretary or an Assistant Secretary of the Company. Upon the effectiveness of the increase in a Lender's Revolving Commitment or the Revolving Commitment of an Other Lender pursuant to the preceding sentence and execution by an Increasing Lender of a Commitment Increase Supplement or by an Additional Lender of an Additional Lender Supplement, the Company shall make such borrowing from such Increasing Lender or Additional Lender, and/or shall make such prepayment of outstanding US$ Loans, Multi-Currency Loans, US$-Canadian Loans and/or C$ Loans, as applicable, as shall be required to cause the aggregate outstanding principal amount of all US$ such Loans owing to each Lender (including each such Increasing Lender and Swingline LoansAdditional Lender) to be proportional to such Lender's share of the relevant aggregate Revolving Commitments hereunder after giving effect to any increase thereof.
(iv) No Other Lender may become an Additional Lender unless an Additional Lender Supplement (or counterparts thereof) has been signed by such bank or financial institution and which Additional Lender Supplement has been agreed to and acknowledged by the Company and acknowledged by the Administrative Agent. No consent of any Lender or acknowledgment of any of the other Lenders hereunder shall be required therefor. In no event shall the Revolving Commitment of any Lender be increased by reason of any bank or financial institution becoming an Additional Lender, together with or otherwise, but the aggregate Revolving Commitments hereunder shall be increased by the amount of all Letter of Credit Liabilities under each Additional Lender's Revolving Commitment. Upon any Lender entering into a Commitment Increase Supplement or any Additional Lender becoming a party hereto, the US$ Commitments outstanding, exceed the aggregate amount Administrative Agent shall notify each other Lender thereof and shall deliver to each Lender a copy of the US$ Commitments as in effect from time Additional Lender Supplement executed by such Additional Lender, agreed to time. During and acknowledged by the Company and acknowledged by the Administrative Agent, and the Commitment PeriodIncrease Supplement executed by such Increasing Lender, agreed to and acknowledged by the Company and acknowledged by the Administrative Agent.
(c) (i) Notwithstanding anything to the contrary contained in this Agreement, the Company may use request not more than twice that any one or more Lenders (or any Other Lender) shall make Incremental Term Loans in an aggregate amount (x) on any one occasion, not less than $50,000,000, and (y) at all times, not to exceed $200,000,000 in the Swingline Commitment by borrowingaggregate LESS any increase in the Revolving Commitments pursuant to Section 2.01(b). The Company may (I) request any of one or more of the Lenders to make Incremental Term Loans (which request shall be in writing and sent to the Administrative Agent to forward to such Lender) and/or (II) arrange for any Other Lender to become a party to and a Lender under this Agreement, repaying PROVIDED that the identification and reborrowing, all arrangement of such Other Lender to become a party hereto and a Lender under this Agreement shall be made in accordance consultation with the terms Administrative Agent. The Incremental Term Loans may not be made if, at the time of such proposal hereunder or after giving effect to the borrowing of such Incremental Term Loans, a Default or Event of Default has occurred and conditions hereofis continuing. Swingline Loans Upon any such request pursuant to this Section 2.01(c)(i) by the Company, the Company shall be ABR Loans only. For purposes of calculating the commitment fee payable in respect deemed to have represented and warranted on and as of the US$ Commitments under Section 2.03date of such request that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, the Swingline Loans no Lender shall not be treated as usage of the US$ Commitments. Swingline Loans shall be Dollar-denominated Loans onlyhave any obligation whatsoever to participate in any increase described in this paragraph, and each Lender may at its option, unconditionally and without cause, decline to participate in such increase.
Appears in 1 contract
