Reallocation of Commitments. The Lenders have agreed among themselves, in consultation with the Borrower, to reallocate the respective Maximum Credit Amounts and Applicable Percentages of BNP Paribas and JPMorgan Chase Bank, N.A. and to decrease the Maximum Credit Amount and Applicable Percentage of Societe Generale (each of BNP Paribas and JPMorgan Chase Bank, N.A, being an “Increasing Lender”). The Administrative Agent and the Borrower hereby consent to such reallocation and each Increasing Lender’s acquisition of an increased interest in the Aggregate Maximum Credit Amounts and Commitments and, together with the Lenders, waive (i) any requirement that an Assignment or Assumption or other documentation be executed in connection with such reallocation and (ii) the payment of any processing and recordation fee to the Administrative Agent. The Administrative Agent shall record the information contained in Annex I attached hereto in the Register. On the Second Amendment Effective Date, and after giving effect to such reallocations, the Maximum Credit Amounts and Applicable Percentage of each Lender shall be as set forth on Annex I of this Second Amendment which Annex I supersedes and replaces the existing Annex I to the Credit Agreement. On or about the Second Amendment Effective Date, if the face amount of the Note held by any Increasing Lender is less than its Maximum Credit Amount after giving effect to the increase contemplated by this Amendment, then the Administrative Agent shall so notify the Borrower and the Borrower will deliver to each such Increasing Lender a Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase, and otherwise duly completed, and each Lender receiving a replacement Note agrees to promptly thereafter return the previously issued Note held by such Lender marked canceled or otherwise similarly defaced. On the Second Amendment Effective Date, all LIBOR Loans outstanding in favor of Societe Generale shall be converted into new LIBOR Loans allocated among Societe Generale, BNP Paribas and JPMorgan Chase Bank, N.A. in accordance with the Applicable Percentages set forth on Annex I and the Borrower shall pay to Societe Generale such amounts, if any, as are due under Section 5.02.
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Reallocation of Commitments. The Lenders have agreed among themselvesSchedule 2.01 to the Credit Agreement is deleted in its entirety and Schedule 2.01 attached hereto is substituted in place thereof. On the Amendment Effective Date, in consultation with without the Borroweraction of any other Person, to reallocate the respective Maximum Credit Amounts and Applicable Percentages each of BNP Paribas and JPMorgan Chase BankCapital One, N.A. and to decrease Branch Banking and Trust Company (each, an “Exiting Lender” and, collectively, the Maximum Credit Amount “Exiting Lenders”) and Applicable Percentage of Societe Generale (each of BNP Paribas the other Lenders under the Credit Agreement that is decreasing its Commitment on the Amendment Effective Date (each, a “Decreasing Lender”, and JPMorgan Chase collectively the “Decreasing Lenders”) hereby assigns and sells to each of Associated Bank, N.ANational Association and Flagstar Bank (individually, being a “New Lender” and, collectively, the “New Lenders”) and each of the Lenders under the Credit Agreement that is increasing its Commitment on the Amendment Effective Date (each, an “Increasing Lender”). The Administrative Agent , and collectively the Borrower hereby consent to such reallocation “Increasing Lenders”) a portion of its Commitment, and each New Lender and Increasing Lender’s acquisition Lender hereby purchases a portion of the Commitment held by such Exiting Lender and Decreasing Lender (each, an increased interest “Assigned Interest” and collectively, the “Assigned Interests”), in the Aggregate Maximum Credit Amounts and Commitments and, together with the Lenders, waive (i) any requirement each case in such amounts so that an Assignment or Assumption or other documentation be executed in connection with such reallocation and (ii) the payment of any processing and recordation fee to the Administrative Agent. The Administrative Agent shall record the information contained in Annex I attached hereto in the Register. On the Second Amendment Effective Date, and after giving effect to such reallocations, assignments (a) the Maximum Credit Amounts and Applicable Percentage of each Lender Lenders shall be as hold the Commitments set forth on Annex I Schedule 2.01 attached hereto, (b) the Lenders shall hold the Loans under and as defined in the Credit Agreement ratably in accordance with their respective Commitments set forth on Schedule 2.01 attached hereto, (c) the Commitments of this Second each of the Exiting Lenders shall be reduced to zero and each Exiting Lender shall cease to be a Lender under the Credit Agreement, and (d) each of the New Lenders shall become a Lender under the Credit Agreement with the Commitment set forth opposite its name in Schedule 2.01. Such assignments shall be deemed to occur hereunder automatically, and without any requirement for additional documentation, on the Amendment which Annex I supersedes Effective Date and replaces shall be settled in accordance with the existing Annex I terms and provisions of the form of Assignment and Assumption attached to the Credit Agreement, which are incorporated herein by reference, including without limitation Section 1 thereof, to which each New Lender and Increasing Lender hereby agrees. On Each Exiting Lender and Decreasing Lender represents and warrants to each New Lender and Increasing Lender that it has not created any adverse claim upon the interest being assigned by it to such Lender hereunder and that such interest is free and clear of any adverse claim created by such Exiting Lender or about Decreasing Lender. From and after the Second Amendment Effective Date, if the face amount all Revolving Loans, Letter of the Note held by any Increasing Lender is less than its Maximum Credit Amount participations and Swingline Loan participations shall be made ratably in accordance with each Lender’s Applicable Percentage after giving effect to the increase contemplated increases, assignments and reallocations in Commitments pursuant to this paragraph. Revolving Loans, Letter of Credit participations and Swingline Loan participations shall be reallocated on the Amendment Effective Date as directed by this Amendment, then the Administrative Agent shall so notify in order that Revolving Loans, Letter of Credit participations and Swingline Loan participations are held by the Borrower and the Borrower will deliver to each such Increasing Lender a Note payable to the order of such Lender Lenders in a principal amount equal to its Maximum Credit Amount accordance with their respective Applicable Percentages after giving effect to such increasethe increases, assignments and otherwise duly completed, and each Lender receiving a replacement Note reallocations in Commitments pursuant to this paragraph. The Borrower agrees to promptly thereafter return pay (or cause to be paid) any interest, breakage fees or other costs incurred in connection with this paragraph on the previously issued Note held by Amendment Effective Date (or, to the extent such Lender marked canceled or otherwise similarly defaced. On payment is not requested prior to the Second Amendment Effective Date, all LIBOR Loans outstanding in favor of Societe Generale promptly upon request). Any such interest or fees paid by the Borrower on the Amendment Effective Date shall be converted into new LIBOR Loans allocated among Societe Generale, BNP Paribas and JPMorgan Chase Bank, N.A. in accordance with credited against the Applicable Percentages set forth on Annex I and next regularly scheduled payments of interest or fees payable by the Borrower shall pay to Societe Generale such amounts, if anyunder Section 2.13 or Section 2.12 of the Credit Agreement, as are due under Section 5.02applicable.
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Reallocation of Commitments. The Lenders have agreed among themselves6.17.1 Subject to the provisions of this Section 6.17 and so long as no Event of Default has occurred and is continuing or will exist after giving effect thereto, in consultation with Borrowers may from time to time request a reallocation of all or part of any unused portion of (a) the BorrowerAggregate New Vehicle Floorplan Commitment to the Aggregate Used Vehicle Floorplan Commitment, the Aggregate Revolving Loan Commitment and/or the Aggregate Service Loaner Vehicle Floorplan Commitment, (b) the Aggregate Used Vehicle Floorplan Commitment to reallocate the respective Maximum Credit Amounts and Applicable Percentages of BNP Paribas and JPMorgan Chase BankAggregate New Vehicle Floorplan Commitment, N.A. and the Aggregate Revolving Loan Commitment and/or the Aggregate Service Loaner Vehicle Floorplan Commitment, (c) the Aggregate Revolving Loan Commitment to decrease the Maximum Credit Amount and Applicable Percentage of Societe Generale Aggregate New Vehicle Floorplan Commitment, the Aggregate Used 104 115525625.4 0063724-00082 Vehicle Floorplan Commitment and/or the Aggregate Service Loaner Vehicle Floorplan Commitment, (d) the Aggregate Service Loaner Vehicle Floorplan Commitment to the Aggregate Used Vehicle Floorplan Commitment, the Aggregate New Vehicle Floorplan Commitment and/or the Aggregate Revolving Loan Commitment, (e) the Revolving Swing Line Commitment to the Used Vehicle Swing Line Commitment and/or the Service Loaner Vehicle Floorplan Swing Line Commitment, (f) the Used Vehicle Swing Line Commitment to the Revolving Swing Line Commitment and/or the Service Loaner Vehicle Floorplan Swing Line Commitment or (g) the Service Loaner Vehicle Floorplan Swing Line Commitment to the Used Vehicle Swing Line Commitment and/or the Revolving Swing Line Commitment (each of BNP Paribas and JPMorgan Chase Bank, N.A, being an a “Increasing LenderReallocation”). 6.17.2 Borrowers may request a Reallocation no more frequently than twice in any calendar month. If Borrowers wish to request a Reallocation, the Company shall give the Agent irrevocable written notice thereof substantially in the form attached hereto as Exhibit O, or in such other form as is acceptable to the Agent (a “Reallocation Request”), no later than 11:00 a.m. (Pacific Time) at least two Business Days prior to the requested effective date of the Reallocation. The Administrative Agent will promptly notify the Company and the Borrower hereby consent Lenders of the effective date of any Reallocation, and the amount of the new Commitments for each Lender. 6.17.3 Following any Reallocation, (a) the Aggregate Commitment shall not change; (b) the Aggregate New Vehicle Floorplan Commitment shall not be less than the then outstanding principal balance of the New Vehicle Floorplan Loans and the New Vehicle Swing Line Loans (which, for purposes of this determination, shall not be deemed to such reallocation and each Increasing Lender’s acquisition of an increased interest be reduced by amounts in the PR Accounts); (c) the Aggregate Maximum Credit Amounts Used Vehicle Floorplan Commitment shall not be less than the then outstanding principal balance of the Used Vehicle Floorplan Loans and Commitments and, together with the Lenders, waive Used Vehicle Swing Line Loans; (d) the Aggregate Revolving Loan Commitment (i) any requirement that an Assignment or Assumption or other documentation shall not be executed in connection with more than 40.0040% of the amount of the Aggregate Commitment at the time of such reallocation Reallocation and (ii) shall not be less than the payment then outstanding principal balance of the Revolving Loans and Revolving Swing Line Loans plus the LC Obligations and any processing Reserve Amount; and recordation fee (e) the Aggregate Service Loaner Vehicle Floorplan Commitment (i) shall not be more than 3.00% of the amount of the Aggregate Commitment at the time of such Reallocation and (ii) shall not be less than the then outstanding principal balance of the Service Loaner Vehicle Floorplan Loans and the Service Loaner Vehicle Swing Line Loans. 6.17.4 All Reallocations shall be made pro rata among the Lenders according to their respective Pro Rata Shares of the Administrative Agent. The Administrative Agent shall record the information contained in Annex I attached hereto in the Register. On the Second Amendment Effective DateAggregate New Vehicle Floorplan Commitment, and Aggregate Used Vehicle Floorplan Commitment, Aggregate Revolving Loan Commitment, Aggregate Service Loaner Vehicle Floorplan Commitment, Revolving Swing Line Commitment, Used Vehicle Swing Line Commitment and/or Service Loaner Vehicle Floorplan Swing Line Commitment so that after giving effect to such reallocationsany Reallocation, there is no change in the Pro Rata Shares of the Lenders. 6.17.5 [reserved]. 6.17.6 Following any Reallocation, the Maximum Credit Amounts Aggregate New Vehicle Floorplan Commitment, Aggregate Used Vehicle Floorplan Commitment, Aggregate Revolving Loan Commitment and Applicable Percentage of each Lender shall be as set forth on Annex I of this Second Amendment which Annex I supersedes and replaces the existing Annex I to the Credit Agreement. On or about the Second Amendment Effective Date, if the face amount of the Note held by any Increasing Lender is less than its Maximum Credit Amount after giving effect to the increase contemplated by this Amendment, then the Administrative Agent shall so notify the Borrower Aggregate Service Loaner Vehicle Floorplan Commitment and the Borrower will deliver to each such Increasing Lender a Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase, and otherwise duly completed, and each Lender receiving a replacement Note agrees to promptly thereafter return the previously issued Note held by such Lender marked canceled or otherwise similarly defaced. On the Second Amendment Effective Date, all LIBOR Loans outstanding in favor of Societe Generale shall be converted into new LIBOR Loans allocated among Societe Generale, BNP Paribas and JPMorgan Chase Bank, N.A. in accordance with the Applicable Percentages set forth on Annex I and the Borrower shall pay to Societe Generale such amounts, if any, as are due under Section 5.02.Pro Rata 105 115525625.4 0063724-00082
Appears in 1 contract
Samples: Loan Agreement (Lithia Motors Inc)
Reallocation of Commitments. The Lenders have agreed among themselves, in consultation with the Borrower, to reallocate the respective Maximum Credit Amounts and Applicable Percentages of BNP Paribas and JPMorgan Chase Bank, N.A. and to decrease the Maximum Credit Amount and Applicable Percentage of Societe Generale (each of BNP Paribas and JPMorgan Chase Bank, N.A, being an “Increasing Lender”). The Administrative Agent and the Borrower hereby consent to such reallocation and each Increasing Lender’s acquisition of an increased interest in the Aggregate Maximum Credit Amounts and Commitments and, together with the Lenders, waive (i) any requirement that an Assignment or Assumption or other documentation be executed in connection with such reallocation and (ii) the payment of any processing and recordation fee 6.17.1 Subject to the Administrative Agent. The Administrative Agent shall record the information contained in Annex I attached hereto in the Register. On the Second Amendment Effective Date, provisions of this Section 6.17 and so long as no Event of Default has occurred and is continuing or will exist after giving effect thereto, Borrowers may from time to such reallocationstime request a reallocation of all or part of any unused portion of (a) the Aggregate New Vehicle Floorplan Commitment to the Aggregate Used Vehicle Floorplan Commitment, the Maximum Credit Amounts and Applicable Percentage of each Lender shall be as set forth on Annex I of this Second Amendment which Annex I supersedes and replaces Aggregate Revolving Loan Commitment and/or the existing Annex I Aggregate Service Loaner Vehicle Floorplan Commitment, (b) the Aggregate Used Vehicle Floorplan Commitment to the Credit Agreement. On or about Aggregate New Vehicle Floorplan Commitment, the Second Amendment Effective DateAggregate Revolving Loan Commitment and/or the Aggregate Service Loaner Vehicle Floorplan Commitment, if (c) the face amount of the Note held by any Increasing Lender is less than its Maximum Credit Amount after giving effect Aggregate Revolving Loan Commitment to the increase contemplated by this AmendmentAggregate New Vehicle Floorplan Commitment, then the Administrative Agent shall so notify Aggregate Used Vehicle Floorplan Commitment and/or the Borrower and Aggregate Service Loaner Vehicle Floorplan Commitment, (d) the Borrower will deliver to each such Increasing Lender a Note payable Aggregate Service Loaner Vehicle Floorplan Commitment to the order of such Lender in a principal amount equal Aggregate Used Vehicle Floorplan Commitment, the Aggregate New Vehicle Floorplan Commitment and/or the Aggregate Revolving Loan Commitment, (e) the Revolving Swing Line Commitment to its Maximum Credit Amount after giving effect the Used Vehicle Swing Line Commitment and/or the Service Loaner Vehicle Floorplan Swing Line Commitment, (f) the Used Vehicle Swing Line Commitment to such increase, and otherwise duly completed, and each Lender receiving a replacement Note agrees the Revolving Swing Line Commitment and/or the Service Loaner Vehicle Floorplan Swing Line Commitment or (g) the Service Loaner Vehicle Floorplan Swing Line Commitment to promptly thereafter return the previously issued Note held by such Lender marked canceled or otherwise similarly defaced. On the Second Amendment Effective Date, all LIBOR Loans outstanding in favor of Societe Generale shall be converted into new LIBOR Loans allocated among Societe Generale, BNP Paribas and JPMorgan Chase Bank, N.A. in accordance with the Applicable Percentages set forth on Annex I and the Borrower shall pay to Societe Generale such amounts, if any, as are due under Section 5.02.Used 105 13483422v8
Appears in 1 contract
Samples: Loan Agreement (Lithia Motors Inc)
