Requests for Increase. The Borrower may propose at any time (A) that the Revolving Credit Commitments hereunder be increased by having an existing Revolving Credit Lender (each an “Increasing Revolving Credit Lender”) agree to increase its then existing Revolving Credit Commitment and/or by adding as a new Revolving Credit Lender hereunder any Person approved by the Administrative Agent and each Issuing Lender (in each case, such approval not to be unreasonably withheld or delayed) but in any event shall otherwise be an eligible assignee under Section 10.04 (each an “Assuming Revolving Credit Lender”) that shall agree to provide a Revolving Credit Commitment hereunder or (B) the establishment of one or more new revolving credit commitments (each such new commitment, an “Incremental Revolving Credit Commitment Tranche”) to be provided by one or more Increasing Revolving Credit Lenders and/or Assuming Revolving Credit Lenders (each such proposed increase pursuant to the foregoing clauses (A) and (B) being a “Revolving Credit Commitment Increase”), in each case, by notice to the Administrative Agent specifying the amount of the relevant Revolving Credit Commitment Increase, the Increasing Revolving Credit Lender(s) and/or Assuming Revolving Credit Lenders providing for such Revolving Credit Commitment Increase and the date on which such increase is to be effective (the “Revolving Credit Commitment Increase Date”), which shall be a Business Day at least three Business Days after delivery of such notice and ten Business Days prior to the Revolving Credit Commitment Termination Date; provided that, and subject to the provisions set forth in Section 1.04(a) with respect to any Limited Condition Transaction: (A) the minimum amount of each Revolving Credit Commitment Increase shall be $5,000,000 or a larger multiple of $1,000,000; (B) the aggregate amount of all Revolving Credit Commitment Increases hereunder, together with the aggregate amount of all Incremental Term Loans incurred under Section 2.10(d) and all Incremental Equivalent Debt incurred under Section 2.10(e), shall not exceed the Available Incremental Amount; (C) both at the time of any such request and upon the effectiveness of any Revolving Credit Commitment Increases, no Default or Event of Default shall have occurred and be continuing or would result from such proposed Revolving Credit Commitment Increase (or, in the case of any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche incurred to finance an Acquisition or other Investment permitted under Section 7.06, no Event of Default pursuant to clauses (a), (b), (h) or (i) of Article VIII has occurred and is continuing or would result therefrom); (D) the representations and warranties set forth in Article IV and in the other Loan Documents (or, in the case of any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche incurred to finance an Acquisition or other Investment permitted under Section 7.06, the Specified Representations, provided that any reference to “Material Adverse Effect” in the Specified Representations shall be understood for this purpose to refer to “Material Adverse Effect” or similar definition as defined in the main transaction agreement governing such Investment) shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) immediately prior to, and after giving effect to, such Revolving Credit Commitment Increase as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (E) any Revolving Credit Commitment Increase shall rank pari passu in right of payment and security with the existing Revolving Credit Commitments; (F) no Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche will have (i) a final maturity earlier than the Latest Revolving Credit Termination Date (as determined as of the applicable Revolving Credit Commitment Increase Date) or (ii) a weighted average life to maturity that is shorter than the weighted average life to maturity of the Revolving Credit Commitments; and (G) (i) any Revolving Credit Commitment Increase (other than an Incremental Revolving Credit Commitment Tranche) shall be on terms that are identical to the existing Revolving Credit Commitments, with respect to any Revolving Credit Commitment Increase that is the same tranche as the existing Revolving Credit Commitments, or (ii) subject to clauses (E) and (F) above, any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche shall be on terms that are identical to the existing Revolving Credit Commitments, other than those terms relating to pricing (including interest rates or rate floors), fees and maturity date and other than as set forth in this clause (c), or such terms as are reasonably satisfactory to the Administrative Agent, the Borrower, the Increasing Revolving Credit Lenders and/or the Assuming Revolving Credit Lenders, as applicable, with respect to any Incremental Revolving Credit Commitment Tranche. Each notice by the Borrower under this paragraph shall be deemed to constitute a representation and warranty by the Borrower as to the matters specified in clauses (C) and (D) above. Notwithstanding anything herein to the contrary, no Revolving Credit Lender shall have any obligation hereunder to become an Increasing Revolving Credit Lender and any election to do so shall be in the sole discretion of each Revolving Credit Lender.
Appears in 3 contracts
Samples: Credit Agreement (Cars.com Inc.), Credit Agreement (Cars.com Inc.), Credit Agreement (Cars.com Inc.)
Requests for Increase. The Borrower Company may propose at any time (A) that the Revolving Credit Commitments hereunder be increased (each such proposed increase being a “Revolving Credit Commitment Increase”) by having an existing Revolving Credit Lender agree to increase its then existing Revolving Credit Commitment (each an “Increasing Revolving Credit Lender”) agree to increase its then existing Revolving Credit Commitment and/or by adding as a new Revolving Credit Lender hereunder any Person approved by reasonably satisfactory to the Administrative Agent and each Issuing Lender (in each case, such approval not to be unreasonably withheld or delayed) but in any event shall otherwise be an eligible assignee under Section 10.04 (each an “Assuming Revolving Credit Lender”) that shall agree to provide a Revolving Credit Commitment hereunder or (B) the establishment of one or more new revolving credit commitments (each such new commitment, an “Incremental Revolving Credit Commitment Tranche”) to be provided by one or more Increasing Revolving Credit Lenders and/or Assuming Revolving Credit Lenders (each such proposed increase pursuant to the foregoing clauses (A) and (B) being a “Revolving Credit Commitment IncreaseLender”), in each case, by notice to the Administrative Agent specifying the amount of the relevant Revolving Credit Commitment Increase, the Increasing Revolving Credit Lender(s) and/or Assuming Revolving Credit Lenders providing for such Revolving Credit Commitment Increase and the date on which such increase is to be effective (the “Revolving Credit Commitment Increase Date”), which shall be a Business Day at least three Business Days after delivery of such notice and ten Business Days 30 days prior to the Revolving Credit Commitment Termination Date; provided that, and subject to the provisions set forth in Section 1.04(a) with respect to any Limited Condition Transaction:
(A) the minimum amount of each Revolving Credit Commitment Increase shall be $5,000,000 or a larger multiple of $1,000,000;
(B) the aggregate amount of all Revolving Credit Commitment Increases hereunder, together with the aggregate amount of all Incremental Term Loans incurred under Section 2.10(d) and all Incremental Equivalent Debt incurred under Section 2.10(e)Loans, shall not exceed the Available Incremental Amount$75,000,000;
(C) both at the time of any such request and upon the effectiveness of any Revolving Credit Commitment Increases, no Default or Event of Default shall have occurred and be continuing or would result from such proposed Revolving Credit Commitment Increase (or, in the case of any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche incurred to finance an Acquisition or other Investment permitted under Section 7.06, no Event of Default pursuant to clauses (a), (b), (h) or (i) of Article VIII has occurred and is continuing or would result therefrom)Increase;
(D) the representations and warranties set forth in Article IV and in the other Loan Documents (or, in the case of any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche incurred to finance an Acquisition or other Investment permitted under Section 7.06, the Specified Representations, provided that any reference to “Material Adverse Effect” in the Specified Representations shall be understood for this purpose to refer to “Material Adverse Effect” or similar definition as defined in the main transaction agreement governing such Investment) shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) immediately prior to, and after giving effect to, such Revolving Credit Commitment Increase as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(E) on a pro forma basis after giving effect to the incurrence of additional Revolving Loans to be borrowed on the Revolving Credit Commitment Increase Date (and to any Acquisition consummated concurrently with such incurrence as if such Acquisition had occurred on the first day of the most recent Reference Period for which financial statements are available), the Company shall be in compliance with the financial covenants set forth in Section 7.11 recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available; and
(F) any Revolving Credit Commitment Increase shall rank pari passu in right of payment and security with the existing Revolving Credit Commitments;
(F) no Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche will have (i) a final maturity earlier than the Latest Revolving Credit Termination Date (as determined as of the applicable Revolving Credit Commitment Increase Date) or (ii) a weighted average life to maturity that is shorter than the weighted average life to maturity of the Revolving Credit Commitments; and
(G) (i) any Revolving Credit Commitment Increase (other than an Incremental Revolving Credit Commitment Tranche) shall be on terms that are identical to the existing Revolving Credit Commitments, with respect to any Revolving Credit Commitment Increase that is the same tranche as Commitments and in all respects shall become a part of the existing Revolving Credit Commitments, or (ii) subject to clauses (E) and (F) above, any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche shall be on terms that are identical to the existing Revolving Credit Commitments, other than those terms relating to pricing (including interest rates or rate floors), fees and maturity date and other than as set forth in this clause (c), or such terms as are reasonably satisfactory to the Administrative Agent, the Borrower, the Increasing Revolving Credit Lenders and/or the Assuming Revolving Credit Lenders, as applicable, with respect to any Incremental Revolving Credit Commitment Tranche. Each notice by the Borrower Company under this paragraph shall be deemed to constitute a representation and warranty by the Borrower Company Parties as to the matters specified in clauses (C) and (D) above. Notwithstanding anything herein to the contrary, no Revolving Credit Lender shall have any obligation hereunder to become an Increasing Revolving Credit Lender and any election to do so shall be in the sole discretion of each Revolving Credit Lender.
Appears in 3 contracts
Samples: Credit Agreement (1 800 Flowers Com Inc), Credit Agreement (1 800 Flowers Com Inc), Credit Agreement (1 800 Flowers Com Inc)
Requests for Increase. The Borrower Borrowers may propose at any time (A) that the Revolving Credit Commitments hereunder be increased by having an existing Revolving Credit Lender (each an “Increasing Revolving Credit Lender”) agree to increase its then existing Revolving Credit Commitment and/or by adding as a new Revolving Credit Lender hereunder any Person approved by the Administrative Agent and each Issuing Lender (in each case, such approval not to be unreasonably withheld or delayed) but in any event shall otherwise be an eligible assignee under Section 10.04 (each an “Assuming Revolving Credit Lender”) that shall agree to provide a Revolving Credit Commitment hereunder or (B) the establishment of one or more new revolving credit commitments (each such new commitment, an “Incremental Revolving Credit Commitment Tranche”) to be provided by one or more Increasing Revolving Credit Lenders and/or Assuming Revolving Credit Lenders (each such proposed increase pursuant to the foregoing clauses (A) and (B) being increase, a “Revolving Credit Commitment Increase”), in each case, ) by notice to the Administrative Agent specifying the amount of the relevant Revolving Credit Commitment Increase, the Increasing Revolving Credit Lender(s) and/or Assuming Revolving Credit Lenders providing for such Revolving Credit Commitment Increase and the date on which such increase is to be effective (the “Revolving Credit Commitment Increase Date”), which shall be a Business Day at least three Business Days after delivery of such notice and ten Business Days prior to the Revolving Credit Commitment Termination Date; provided that, and subject to the provisions set forth in Section 1.04(a) with respect to any Limited Condition Transaction:
(A) the minimum amount of each Revolving Credit Commitment Increase shall be $5,000,000 or a larger multiple of $1,000,000;
(B) the aggregate amount of all Revolving Credit Commitment Increases hereunder, together with the aggregate amount of all Incremental Term Loans incurred under Section 2.10(d) and all Incremental Equivalent Debt incurred under Section 2.10(e), shall not exceed the Available Incremental Amount;
(C) both at the time of any such request and upon the effectiveness of any Revolving Credit Commitment Increases, no Default or Event of Default shall have occurred and be continuing or would result from such proposed Revolving Credit Commitment Increase (or, in the case of any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche incurred to finance an Acquisition or other Investment permitted under Section 7.06, no Event of Default pursuant to clauses (a), (b), (h) or (i) of Article VIII has occurred and is continuing or would result therefrom)Increase;
(D) the representations and warranties set forth in Article IV and in the other Loan Documents (or, in the case of any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche incurred to finance an Acquisition or other Investment permitted under Section 7.06, the Specified Representations, provided that any reference to “Material Adverse Effect” in the Specified Representations shall be understood for this purpose to refer to “Material Adverse Effect” or similar definition as defined in the main transaction agreement governing such Investment) shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) immediately prior to, and after giving effect to, such Revolving Credit Commitment Increase as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(E) any Revolving Credit Commitment Increase Incremental Term Loans shall rank pari passu equal in priority in right of payment and security be secured by a lien on the Collateral that ranks equal in priority with the liens on the Collateral securing the existing Revolving Credit Commitments;
(F) no Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche will have (i) Commitments and shall not be guaranteed by any person other than a final maturity earlier Loan Party or secured by any assets other than assets that secure the Latest Revolving Credit Termination Date (as determined as of the applicable Revolving Credit Commitment Increase Date) or (ii) a weighted average life to maturity that is shorter than the weighted average life to maturity of the existing Revolving Credit Commitments; and
(G) (iF) any Revolving Credit Commitment Increase (other than an Incremental Revolving Credit Commitment Tranche) shall be on terms (including as to security and guarantees) that are identical to the existing Revolving Credit Commitments, with respect Commitments and pursuant to any Revolving Credit Commitment Increase that is the exact same tranche as the existing Revolving Credit Commitments, or (ii) subject to clauses (E) and (F) above, any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche shall be on terms that are identical documentation applicable to the existing Revolving Credit Commitments, other than those terms relating to pricing (including interest rates or rate floors), fees and maturity date and other than as set forth in this clause (c), or such terms as are reasonably satisfactory to the Administrative Agent, the Borrower, the Increasing Revolving Credit Lenders and/or the Assuming Revolving Credit Lenders, as applicable, with respect to any Incremental Revolving Credit Commitment Tranche. Each notice by the Borrower Borrowers under this paragraph shall be deemed to constitute a representation and warranty by the Borrower Borrowers as to the matters specified in clauses (C) and (D) above. Notwithstanding anything herein to the contrary, no Revolving Credit Lender shall have any obligation hereunder to become an Increasing Revolving Credit Lender and any election to do so shall be in the sole discretion of each Revolving Credit Lender.
Appears in 3 contracts
Samples: Credit Agreement (Douglas Dynamics, Inc), Credit Agreement (Douglas Dynamics, Inc), Credit Agreement (Douglas Dynamics, Inc)
Requests for Increase. The Borrower may propose may, at any time (A) that following the Revolving Credit Effective Date, effect an increase in the Commitments hereunder be increased (each such increase being a “Commitment Increase”) by having an existing Revolving Credit Lender (each an “Increasing Revolving Credit Lender”) agree one or more Additional Commitment Lenders consented to increase its then existing Revolving Credit Commitment and/or by adding as a new Revolving Credit Lender hereunder any Person approved by the Administrative Agent and each Issuing Lender (in each case, such approval consent not to be unreasonably withheld or delayed) but in any event shall otherwise be an eligible assignee under Section 10.04 (each an “Assuming Revolving Credit Lender”) that shall agree to provide a Revolving Credit Commitment hereunder or (B) the establishment of one or more new revolving credit commitments (each such new commitmentwithheld, an “Incremental Revolving Credit Commitment Tranche”) and not to be provided by one required for any Additional Commitment Lender that is already a Lender) provide new or more Increasing Revolving Credit Lenders and/or Assuming Revolving Credit Lenders (each such proposed increase pursuant to the foregoing clauses (A) and (B) being a “Revolving Credit Commitment Increase”), in each caseadditional Commitments hereunder, by notice to the Administrative Agent specifying the amount of the relevant Revolving Credit Commitment Increase, the Increasing Revolving Credit identity of the Additional Commitment Lender(s) and/or Assuming Revolving Credit Lenders providing for such Revolving Credit Commitment Increase and the date on which such increase is to be effective (the “Revolving Credit Commitment Increase Date”), which shall be a Business Day at least three Business Days after delivery of such notice and ten Business Days 30 days prior to the Revolving Credit Commitment Termination Date (or, if at such time, there shall exist different Commitment Termination Dates for the Lenders hereunder, the latest applicable Commitment Termination Date); provided that, and subject to the provisions set forth in Section 1.04(a) with respect to any Limited Condition Transaction:
(A) the minimum amount of each Revolving Credit Commitment Increase shall be $5,000,000 or a larger multiple of $1,000,00025,000,000;
(B) immediately after giving effect to any Commitment Increase, the aggregate amount of all Revolving Credit Commitment Increases hereunder, together with the aggregate amount of all Incremental Term Loans incurred under Section 2.10(d) and all Incremental Equivalent Debt incurred under Section 2.10(e), Commitments hereunder shall not exceed the Available Incremental Amount$3,000,000,000;
(C) both at the time of any such request and upon the effectiveness of any Revolving Credit Commitment IncreasesIncrease, no Default or Event of Default shall have occurred and be continuing or would result from such proposed Revolving Credit Commitment Increase (or, in the case of any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche incurred to finance an Acquisition or other Investment permitted under Section 7.06, no Event of Default pursuant to clauses (a), (b), (h) or (i) of Article VIII has occurred and is continuing or would result therefrom);; and
(D) the representations and warranties set forth in Article IV and in the other Loan Documents (or, in the case of any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche incurred to finance an Acquisition or other Investment permitted under Section 7.06, the Specified Representations, provided that any reference to “Material Adverse Effect” in the Specified Representations shall be understood for this purpose to refer to “Material Adverse Effect” or similar definition as defined in the main transaction agreement governing such Investment) shall be true and correct in all material respects (without duplication on and as of any materiality qualifier contained therein) immediately prior to, and after giving effect to, such Revolving Credit the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(E) any Revolving Credit Commitment Increase shall rank pari passu in right of payment and security with the existing Revolving Credit Commitments;
(F) no Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche will have (i) a final maturity earlier than the Latest Revolving Credit Termination Date (as determined as of the applicable Revolving Credit Commitment Increase Date) or (ii) a weighted average life to maturity that is shorter than the weighted average life to maturity of the Revolving Credit Commitments; and
(G) (i) any Revolving Credit Commitment Increase (other than an Incremental Revolving Credit Commitment Tranche) shall be on terms that are identical to the existing Revolving Credit Commitments, with respect to any Revolving Credit Commitment Increase that is the same tranche as the existing Revolving Credit Commitments, or (ii) subject to clauses (E) and (F) above, any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche shall be on terms that are identical to the existing Revolving Credit Commitments, other than those terms relating to pricing (including interest rates or rate floors), fees and maturity date and other than as set forth in this clause (c), or such terms as are reasonably satisfactory to the Administrative Agent, the Borrower, the Increasing Revolving Credit Lenders and/or the Assuming Revolving Credit Lenders, as applicable, with respect to any Incremental Revolving Credit Commitment Tranche. Each notice by the Borrower under this paragraph shall be deemed to constitute a representation and warranty by the Borrower as to the matters specified in clauses (B), (C) and (D) aboveabove as of the relevant Commitment Increase Date. Notwithstanding anything herein to the contrary, no Revolving Credit Lender shall have any obligation hereunder to become an Increasing Revolving Credit Additional Commitment Lender and any election to do so shall be in the sole discretion of each Revolving Credit Lender.
Appears in 1 contract
Samples: Credit Agreement (Best Buy Co Inc)
Requests for Increase. The Borrower Company may propose at any time (A) that the Revolving Credit Commitments hereunder be increased (each such proposed increase being a “Revolving Credit Commitment Increase”) by having an existing Revolving Credit Lender agree to increase its then existing Revolving Credit Commitment (each an “Increasing Revolving Credit Lender”) agree to increase its then existing Revolving Credit Commitment and/or by adding as a new Revolving Credit Lender hereunder any Person approved by the Administrative Agent and each Issuing Lender (in each case, such approval not which shall agree to be unreasonably withheld or delayed) but in any event shall otherwise be an eligible assignee under Section 10.04 provide a Revolving Credit Commitment hereunder (each an “Assuming Revolving Credit Lender”) that shall agree to provide a Revolving Credit Commitment hereunder or (B) the establishment of one or more new revolving credit commitments (each such new commitment, an “Incremental Revolving Credit Commitment Tranche”) to be provided by one or more Increasing Revolving Credit Lenders and/or Assuming Revolving Credit Lenders (each such proposed increase pursuant to the foregoing clauses (A) and (B) being a “Revolving Credit Commitment Increase”), in each casecase with the consent of the Administrative Agent, each Issuing Lender and the Swingline Lender (such consent in each case not to be unreasonably withheld), by notice to the Administrative Agent specifying the amount of the relevant Revolving Credit Commitment Increase, the Increasing Revolving Credit Lender(s) and/or Assuming Revolving Credit Lenders providing for such Revolving Credit Commitment Increase and the date on which such increase is to be effective (the “Revolving Credit Commitment Increase Date”), which shall be a Business Day at least three Business Days after delivery of such notice and ten Business Days 30 days prior to the Revolving Credit Commitment Termination Date; provided that, and subject to the provisions set forth in Section 1.04(a) with respect to any Limited Condition Transaction:
(A) the minimum amount of each Revolving Credit Commitment Increase shall be $5,000,000 or a larger multiple of $1,000,000;
(B) the aggregate amount of all Revolving Credit Commitment Increases hereunder, together with the aggregate amount of all Incremental Term Loans incurred under Section 2.10(d) and all Incremental Equivalent Debt incurred under Section 2.10(e)Loans, shall not exceed the Available Incremental Amount$35,000,000;
(C) both at the time of any such request and upon the effectiveness of any Revolving Credit Commitment Increases, no Default or Event of Default shall have occurred and be continuing or would result from such proposed Revolving Credit Commitment Increase (or, in the case of any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche incurred to finance an Acquisition or other Investment permitted under Section 7.06, no Event of Default pursuant to clauses (a), (b), (h) or (i) of Article VIII has occurred and is continuing or would result therefrom);Increase; and
(D) the representations and warranties set forth in Article IV and in the other Loan Documents (or, in the case of any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche incurred to finance an Acquisition or other Investment permitted under Section 7.06, the Specified Representations, provided that any reference to “Material Adverse Effect” in the Specified Representations shall be understood for this purpose to refer to “Material Adverse Effect” or similar definition as defined in the main transaction agreement governing such Investment) shall be true and correct in all material respects (without duplication on and as of any materiality qualifier contained therein) immediately prior to, and after giving effect to, such the Revolving Credit Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(E) any Revolving Credit Commitment Increase shall rank pari passu in right of payment and security with the existing Revolving Credit Commitments;
(F) no Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche will have (i) a final maturity earlier than the Latest Revolving Credit Termination Date (as determined as of the applicable Revolving Credit Commitment Increase Date) or (ii) a weighted average life to maturity that is shorter than the weighted average life to maturity of the Revolving Credit Commitments; and
(G) (i) any Revolving Credit Commitment Increase (other than an Incremental Revolving Credit Commitment Tranche) shall be on terms that are identical to the existing Revolving Credit Commitments, with respect to any Revolving Credit Commitment Increase that is the same tranche as the existing Revolving Credit Commitments, or (ii) subject to clauses (E) and (F) above, any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche shall be on terms that are identical to the existing Revolving Credit Commitments, other than those terms relating to pricing (including interest rates or rate floors), fees and maturity date and other than as set forth in this clause (c), or such terms as are reasonably satisfactory to the Administrative Agent, the Borrower, the Increasing Revolving Credit Lenders and/or the Assuming Revolving Credit Lenders, as applicable, with respect to any Incremental Revolving Credit Commitment Tranche. Each notice by the Borrower Company under this paragraph shall be deemed to constitute a representation and warranty by the Borrower Company Parties as to the matters specified in clauses (C) and (D) above. Notwithstanding anything herein to the contrary, no Revolving Credit Lender shall have any obligation hereunder to become an Increasing Revolving Credit Lender and any election to do so shall be in the sole discretion of each Revolving Credit Lender.
Appears in 1 contract
Requests for Increase. The Borrower may propose at any time (A) that the Revolving Credit Commitments hereunder be increased by having an existing Revolving Credit Lender (each an “Increasing Revolving Credit Lender”) agree to increase its then existing Revolving Credit Commitment and/or by adding as a new Revolving Credit Lender hereunder any Person approved by the Administrative Agent and each Issuing Lender (in each case, such approval not to be unreasonably withheld or delayed) but in any event shall otherwise be an eligible assignee under Section 10.04 (each an “Assuming Revolving Credit Lender”) that shall agree to provide a Revolving Credit Commitment hereunder or (B) the establishment of one or more new revolving credit commitments (each such new commitment, an “Incremental Revolving Credit Commitment Tranche”) to be provided by one or more Increasing Revolving Credit Lenders and/or Assuming Revolving Credit Lenders (each such proposed increase pursuant to the foregoing clauses (A) and (B) being a “Revolving Credit Commitment Increase”), in each case, by notice to the Administrative Agent specifying the amount of the relevant Revolving Credit Commitment Increase, the Increasing Revolving Credit Lender(s) and/or Assuming Revolving Credit Lenders providing for such Revolving Credit Commitment Increase and the date on which such increase is to be effective (the “Revolving Credit Commitment Increase Date”), which shall be a Business Day at least three Business Days after delivery of such notice and ten Business Days prior to the Revolving Credit Commitment Termination Date; provided that, and subject to the provisions set forth in Section 1.04(a) with respect to any Limited Condition Transaction:
(A) the minimum amount of each Revolving Credit Commitment Increase shall be $5,000,000 or a larger multiple of $1,000,000;
(B) the aggregate amount of all Revolving Credit Commitment Increases hereunder, together with the aggregate amount of all Incremental Term Loans incurred under Section 2.10(d) and all Incremental Equivalent Debt incurred under Section 2.10(e), shall not exceed the Available Incremental Amount;
(C) both at the time of any such request and upon the effectiveness of any Revolving Credit Commitment Increases, no Default or Event of Default shall have occurred and be continuing or would result from such proposed Revolving Credit Commitment Increase (or, in the case of any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche incurred to finance an Acquisition or other Investment permitted under Section 7.06, no Event of Default pursuant to clauses (a), (b), (h) or (i) of Article VIII has occurred and is continuing or would result therefrom);
(D) the representations and warranties set forth in Article IV and in the other Loan Documents (or, in the case of any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche incurred to finance an Acquisition or other Investment permitted under Section 7.06, the Specified Representations, provided that any reference to “Material Adverse Effect” in the Specified Representations shall be understood for this purpose to refer to “Material Adverse Effect” or similar definition as defined in the main transaction agreement governing such Investment) shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) immediately prior to, and after giving effect to, such Revolving Credit Commitment Increase as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(E) any Revolving Credit Commitment Increase shall rank pari passu in right of payment and security with the existing Revolving Credit Commitments;
(F) no Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche will have (i) a final maturity earlier than the Latest Revolving Credit Termination Date (as determined as of the applicable Revolving Credit Commitment Increase Date) or (ii) a weighted average life to maturity that is shorter than the weighted average life to maturity of the Revolving Credit Commitments; and
(G) (i) any Revolving Credit Commitment Increase (other than an Incremental Revolving Credit Commitment Tranche) shall be on terms that are identical to the existing Revolving Credit Commitments, with respect to any Revolving Credit Commitment Increase that is the same tranche as the existing Revolving Credit Commitments, or (ii) subject to clauses (E) and (F) above, any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche shall be on terms that are identical to the existing Revolving Credit Commitments, other than those terms relating to pricing (including interest rates or rate floors), fees and maturity date and other than as set forth in this clause (c), or such terms as are reasonably satisfactory to the Administrative Agent, the Borrower, the Increasing Revolving Credit Lenders and/or the Assuming Revolving Credit Lenders, as applicable, with respect to any Incremental Revolving Credit Commitment Tranche. Each notice by the Borrower under this paragraph shall be deemed to constitute a representation and warranty by the Borrower as to the matters specified in clauses (C) and (D) above. Notwithstanding anything herein to the contrary, no Revolving Credit Lender shall have any obligation hereunder to become an Increasing Revolving Credit Lender and any election to do so shall be in the sole discretion of each Revolving Credit Lender.
Appears in 1 contract
Samples: Credit Agreement (Cars.com Inc.)
Requests for Increase. The Borrower may propose may, at any time (A) that following the Revolving Credit Effective Date, effect an increase in the Commitments hereunder be increased (each such increase being a “Commitment Increase”) by having an existing Revolving Credit Lender (each an “Increasing Revolving Credit Lender”) agree to increase its then existing Revolving Credit Commitment and/or by adding as a new Revolving Credit Lender hereunder any Person approved by the Administrative Agent and each Issuing Lender (in each case, such approval not to be unreasonably withheld or delayed) but in any event shall otherwise be an eligible assignee under Section 10.04 (each an “Assuming Revolving Credit Lender”) that shall agree to provide a Revolving Credit Commitment hereunder or (B) the establishment of one or more Additional Commitment Lenders provide new revolving credit commitments (each such new commitment, an “Incremental Revolving Credit Commitment Tranche”) to be provided by one or more Increasing Revolving Credit Lenders and/or Assuming Revolving Credit Lenders (each such proposed increase pursuant to the foregoing clauses (A) and (B) being a “Revolving Credit Commitment Increase”), in each caseadditional Commitments hereunder, by notice to the Administrative Agent specifying the amount of the relevant Revolving Credit Commitment Increase, the Increasing Revolving Credit identity of the Additional Commitment Lender(s) and/or Assuming Revolving Credit Lenders providing for such Revolving Credit Commitment Increase and the date on which such increase is to be effective (the “Revolving Credit Commitment Increase Date”), which shall be a Business Day at least three Business Days after delivery of such notice and ten Business Days 30 days prior to the Revolving Credit Commitment Termination Date (or, if at such time, there shall exist different Commitment Termination Dates for the Lenders hereunder, the latest applicable Commitment Termination Date); provided that, and subject to the provisions set forth in Section 1.04(a) with respect to any Limited Condition Transaction:
(A) the minimum amount of each Revolving Credit Commitment Increase shall be $5,000,000 or a larger multiple of $1,000,00025,000,000;
(B) immediately after giving effect to any Commitment Increase, the aggregate amount of all Revolving Credit Commitment Increases hereunder, together with the aggregate amount of all Incremental Term Loans incurred under Section 2.10(d) and all Incremental Equivalent Debt incurred under Section 2.10(e), Commitments hereunder shall not exceed the Available Incremental Amount$1,875,000,000;
(C) both at the time of any such request and upon the effectiveness of any Revolving Credit Commitment IncreasesIncrease, no Default or Event of Default shall have occurred and be continuing or would result from such proposed Revolving Credit Commitment Increase (or, in the case of any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche incurred to finance an Acquisition or other Investment permitted under Section 7.06, no Event of Default pursuant to clauses (a), (b), (h) or (i) of Article VIII has occurred and is continuing or would result therefrom);; and
(D) the representations and warranties set forth in Article IV and in the other Loan Documents (or, in the case of any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche incurred to finance an Acquisition or other Investment permitted under Section 7.06, the Specified Representations, provided that any reference to “Material Adverse Effect” in the Specified Representations shall be understood for this purpose to refer to “Material Adverse Effect” or similar definition as defined in the main transaction agreement governing such Investment) shall be true and correct (x) in the case of the representations and warranties qualified as to materiality, in all respects and (y) otherwise, in all material respects (without duplication respects, in each case on and as of any materiality qualifier contained therein) immediately prior to, and after giving effect to, such Revolving Credit the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(E) any Revolving Credit Commitment Increase shall rank pari passu in right of payment and security with the existing Revolving Credit Commitments;
(F) no Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche will have (i) a final maturity earlier than the Latest Revolving Credit Termination Date (as determined as of the applicable Revolving Credit Commitment Increase Date) or (ii) a weighted average life to maturity that is shorter than the weighted average life to maturity of the Revolving Credit Commitments; and
(G) (i) any Revolving Credit Commitment Increase (other than an Incremental Revolving Credit Commitment Tranche) shall be on terms that are identical to the existing Revolving Credit Commitments, with respect to any Revolving Credit Commitment Increase that is the same tranche as the existing Revolving Credit Commitments, or (ii) subject to clauses (E) and (F) above, any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche shall be on terms that are identical to the existing Revolving Credit Commitments, other than those terms relating to pricing (including interest rates or rate floors), fees and maturity date and other than as set forth in this clause (c), or such terms as are reasonably satisfactory to the Administrative Agent, the Borrower, the Increasing Revolving Credit Lenders and/or the Assuming Revolving Credit Lenders, as applicable, with respect to any Incremental Revolving Credit Commitment Tranche. Each notice by the Borrower under this paragraph shall be deemed to constitute a representation and warranty by the Borrower as to the matters specified in clauses (B), (C) and (D) aboveabove as of the relevant Commitment Increase Date. Notwithstanding anything herein to the contrary, no Revolving Credit Lender shall have any obligation hereunder to become an Increasing Revolving Credit Additional Commitment Lender and any election to do so shall be in the sole discretion of each Revolving Credit Lender.
Appears in 1 contract
Samples: Credit Agreement (Best Buy Co Inc)
Requests for Increase. The Borrower may propose may, at any time (A) time, propose that the Revolving total Line of Credit Commitments Loan Commitment hereunder be increased (each such proposed increase being a “Commitment Increase”) by having an notice to the Agent, specifying each existing Revolving Credit Lender (each an “Increasing Revolving Credit Lender”) agree to increase its then existing Revolving Credit Commitment and/or by adding as a new Revolving Credit Lender hereunder any Person approved by the Administrative Agent and each Issuing Lender (in each case, such approval not to be unreasonably withheld or delayed) but in any event shall otherwise be an eligible assignee under Section 10.04 additional lender (each an “Assuming Revolving Credit Lender”) that shall agree have agreed to provide a Revolving Credit an additional Commitment hereunder or (B) the establishment of one or more new revolving credit commitments (each such new commitment, an “Incremental Revolving Credit Commitment Tranche”) to be provided by one or more Increasing Revolving Credit Lenders and/or Assuming Revolving Credit Lenders (each such proposed increase pursuant to the foregoing clauses (A) and (B) being a “Revolving Credit Commitment Increase”), in each case, by notice to the Administrative Agent specifying the amount of the relevant Revolving Credit Commitment Increase, the Increasing Revolving Credit Lender(s) and/or Assuming Revolving Credit Lenders providing for such Revolving Credit Commitment Increase and the date on which such increase is to be effective (the “Revolving Credit Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days after delivery of such notice and ten Business Days 30 days prior to the Revolving Credit Commitment Termination Date; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the sole discretion of each Lender; provided further that, and subject to the provisions set forth in Section 1.04(a) with respect to any Limited Condition Transaction:
(Aa) that the minimum amount of each Revolving Credit the Commitment of any Assuming Lender, and the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $5,000,000 or a larger multiple of $1,000,000;, or, in the case of any increasing Lender and if agreed to by all Lenders, such lesser amount if such Increasing Lenders agree to increase their existing Commitments Pro Rata.
(Bb) immediately after giving effect to such Commitment Increase, the aggregate amount of all Revolving Credit Commitment Increases hereunder, together with the aggregate amount of all Incremental Term Loans incurred under Section 2.10(d) and all Incremental Equivalent Debt incurred under Section 2.10(e), hereunder shall not exceed the Available Incremental Amount$25,000,000.00;
(Cc) both at the time of any such request and upon the effectiveness of any Revolving Credit Commitment Increases, no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or would shall result from such the proposed Revolving Credit Commitment Increase (or, in the case of any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche incurred to finance an Acquisition or other Investment permitted under Section 7.06, no Event of Default pursuant to clauses (a), (b), (h) or (i) of Article VIII has occurred and is continuing or would result therefrom);Increase; and
(Dd) the representations and warranties set forth contained in Article IV and in the other Loan Documents (or, in the case of any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche incurred to finance an Acquisition or other Investment permitted under Section 7.06, the Specified Representations, provided that any reference to “Material Adverse Effect” in the Specified Representations shall be understood for this purpose to refer to “Material Adverse Effect” or similar definition as defined in the main transaction agreement governing such Investment) Agreement shall be true and correct in all material respects (without duplication on and as of any materiality qualifier contained therein) immediately prior to, and after giving effect to, such Revolving Credit the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(E) any Revolving Credit Commitment Increase shall rank pari passu in right of payment and security with the existing Revolving Credit Commitments;
(F) no Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche will have (i) a final maturity earlier than the Latest Revolving Credit Termination Date (as determined as of the applicable Revolving Credit Commitment Increase Date) or (ii) a weighted average life to maturity that is shorter than the weighted average life to maturity of the Revolving Credit Commitments; and
(G) (i) any Revolving Credit Commitment Increase (other than an Incremental Revolving Credit Commitment Tranche) shall be on terms that are identical to the existing Revolving Credit Commitments, with respect to any Revolving Credit Commitment Increase that is the same tranche as the existing Revolving Credit Commitments, or (ii) subject to clauses (E) and (F) above, any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche shall be on terms that are identical to the existing Revolving Credit Commitments, other than those terms relating to pricing (including interest rates or rate floors), fees and maturity date and other than as set forth in this clause (c), or such terms as are reasonably satisfactory to the Administrative Agent, the Borrower, the Increasing Revolving Credit Lenders and/or the Assuming Revolving Credit Lenders, as applicable, with respect to any Incremental Revolving Credit Commitment Tranche. Each notice by the Borrower under this paragraph shall be deemed to constitute a representation and warranty by the Borrower as to the matters specified in clauses (C) and (D) above. Notwithstanding anything herein to the contrary, no Revolving Credit Lender shall have any obligation hereunder to become an Increasing Revolving Credit Lender and any election to do so shall be in the sole discretion of each Revolving Credit Lender.
Appears in 1 contract
Samples: Credit Agreement (LHC Group, Inc)
Requests for Increase. The Borrower may may, from time to time, propose at any time (A) that the Revolving Credit Commitments hereunder be increased by having an existing Revolving Credit Lender (each an “Increasing Revolving Credit Lender”) agree to increase its then existing Revolving Credit Commitment (each, an “Increasing Revolving Lender”) and/or by adding as a new Revolving Credit Lender hereunder any Person approved by the Administrative Agent and each Issuing Lender Bank (in each case, such approval not to be unreasonably withheld withheld, conditioned or delayed) but in any event shall otherwise be an eligible assignee under Section 10.04 (each each, an “Assuming Revolving Credit Lender”) that shall agree to provide a Revolving Credit Commitment hereunder or (B) the establishment of one or more new revolving credit commitments (each such new commitment, an “Incremental Revolving Credit Commitment Tranche”) to be provided by one or more Increasing Revolving Credit Lenders and/or Assuming Revolving Credit Lenders (each such proposed increase pursuant to the foregoing clauses (A) and (B) being a “Revolving Credit Commitment Increase”), in each case, by notice to the Administrative Agent specifying the amount of the relevant Revolving Credit Commitment Increase, the Increasing Revolving Credit Lender(s) and/or Assuming Revolving Credit Lenders providing for such Revolving Credit Commitment Increase and the date on which such increase is to be effective (the “Revolving Credit Commitment Increase Date”), which shall be a Business Day at least three Business Days after delivery of such notice and ten Business Days prior to the Revolving Credit Commitment Termination Maturity Date; provided that, and subject to the provisions set forth in Section 1.04(a) with respect to any Limited Condition Transaction:
(Ai) the minimum amount of each Revolving Credit Commitment Increase shall be $5,000,000 1,000,000 or a larger multiple of $1,000,000500,000 in excess thereof;
(Bii) the aggregate amount of all Revolving Credit Commitment Increases hereunder, together with the aggregate amount of all Incremental Term Loans incurred under Section 2.10(d) and all Incremental Equivalent Debt incurred under Section 2.10(e)2.19, shall not exceed the Incremental Available Incremental Amount;
(Ciii) both at the time of any such request and upon the effectiveness of any Revolving Credit Commitment Increases, no Default or Event of Default shall have occurred and be continuing or would result from such proposed Revolving Credit Commitment Increase (or, in the case of any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche incurred to finance an Acquisition or other Investment permitted under Section 7.06, no Event of Default pursuant to clauses (a), (b), (h) or (i) of Article VIII has occurred and is continuing or would result therefrom)Increase;
(Div) the representations and warranties set forth in Article IV 3 and in the other Loan Documents (or, in the case of any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche incurred to finance an Acquisition or other Investment permitted under Section 7.06, the Specified Representations, provided that any reference to “Material Adverse Effect” in the Specified Representations shall be understood for this purpose to refer to “Material Adverse Effect” or similar definition as defined in the main transaction agreement governing such Investment) shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) immediately prior to, and after giving effect to, such Revolving Credit Commitment Increase as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(Ev) any Revolving Credit Commitment Increase shall rank pari passu equal in right of payment and security with the existing Revolving Credit CommitmentsLoans and the Liens on the Collateral securing the Revolving Commitment Increase shall rank equal in priority with the Liens on the Collateral securing the Revolving Loans;
(Fvi) no Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche will have may be (iA) a final maturity earlier guaranteed by any Subsidiaries other than Subsidiaries that are Guarantors or (B) secured by Liens on any assets other than the Latest Revolving Credit Termination Date (as determined as of the applicable Revolving Credit Commitment Increase Date) or (ii) a weighted average life to maturity that is shorter than the weighted average life to maturity of the Revolving Credit CommitmentsCollateral; and
(G) (ivii) any Revolving Credit Commitment Increase (other than an Incremental Revolving Credit Commitment Tranche) shall be on terms that are identical to the existing Revolving Credit Commitments, with respect to any Revolving Credit Commitment Increase that is the same tranche as the existing Revolving Credit Commitments, or (ii) subject to clauses (E) and (F) above, any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche shall be on terms that are identical to the existing Revolving Credit Commitments, other than those terms relating to pricing (including interest rates or rate floors), fees and maturity date and other than as set forth in this clause (c), or such terms as are reasonably satisfactory to the Administrative Agent, the Borrower, the Increasing Revolving Credit Lenders and/or the Assuming Revolving Credit Lenders, as applicable, with respect to any Incremental Revolving Credit Commitment Tranche. Each notice by the Borrower under this paragraph shall be deemed to constitute a representation and warranty by the Borrower as to the matters specified in clauses (Ciii) and (Div) above. Notwithstanding anything herein to the contrary, no Revolving Credit Lender shall have any obligation hereunder to become an Increasing Revolving Credit Lender and any election to do so shall be in the sole discretion of each Revolving Credit Lender.
Appears in 1 contract
Requests for Increase. The Borrower Company may propose at any time (A) that the Revolving Credit Commitments hereunder be increased (each such proposed increase being a “Revolving Credit Commitment Increase”) by having an existing Revolving Credit Lender agree to increase its then existing Revolving Credit Commitment (each an “Increasing Revolving Credit Lender”) agree to increase its then existing Revolving Credit Commitment and/or by adding as a new Revolving Credit Lender hereunder any Person approved by reasonably satisfactory to the Administrative Agent and each Issuing Lender (in each case, such approval not to be unreasonably withheld or delayed) but in any event shall otherwise be an eligible assignee under Section 10.04 (each an “Assuming Revolving Credit Lender”) that shall agree to provide a Revolving Credit Commitment hereunder or (B) the establishment of one or more new revolving credit commitments (each such new commitment, an “Incremental Revolving Credit Commitment Tranche”) to be provided by one or more Increasing Revolving Credit Lenders and/or Assuming Revolving Credit Lenders (each such proposed increase pursuant to the foregoing clauses (A) and (B) being a “Revolving Credit Commitment IncreaseLender”), in each case, by notice to the Administrative Agent specifying the amount of the relevant Revolving Credit Commitment Increase, the Increasing Revolving Credit Lender(s) and/or Assuming Revolving Credit Lenders providing for such Revolving Credit Commitment Increase and the date on which such increase is to be effective (the “Revolving Credit Commitment Increase Date”), which shall be a Business Day at least three Business Days after delivery of such notice and ten Business Days 30 days prior to the Revolving Credit Commitment Termination Date; provided that, and subject to the provisions set forth in Section 1.04(a) with respect to any Limited Condition Transaction:
(A) the minimum amount of each Revolving Credit Commitment Increase shall be $5,000,000 or a larger multiple of $1,000,000;
(B) the aggregate amount of all Revolving Credit Commitment Increases hereunder, together with the aggregate amount of all Incremental Term Loans incurred under Section 2.10(d) and all Incremental Equivalent Debt incurred under Section 2.10(e)Loans, shall not exceed the Available Incremental Amount$75,000,000;
(C) both at the time of any such request and upon the effectiveness of any Revolving Credit Commitment Increases, no Default or Event of Default shall have occurred and be continuing or would result from such proposed Revolving Credit Commitment Increase (or, in the case of any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche incurred to finance an Acquisition or other Investment permitted under Section 7.06, no Event of Default pursuant to clauses (a), (b), (h) or (i) of Article VIII has occurred and is continuing or would result therefrom)Increase;
(D) the representations and warranties set forth in Article IV and in the other Loan Documents (or, in the case of any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche incurred to finance an Acquisition or other Investment permitted under Section 7.06, the Specified Representations, provided that any reference to “Material Adverse Effect” in the Specified Representations shall be understood for this purpose to refer to “Material Adverse Effect” or similar definition as defined in the main transaction agreement governing such Investment) shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) immediately prior to, and after giving effect to, such Revolving Credit Commitment Increase as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(E) on a pro forma basis after giving effect to the incurrence of additional Revolving Loans to be borrowed on the Revolving Credit Commitment Increase Date (and to any Acquisition consummated concurrently with such incurrence as if such Acquisition had occurred on the first day of the most recent Reference Period for which financial statements are available), the Company shall be in compliance with the financial covenants set forth in Section 7.11 recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available; and (F) any Revolving Credit Commitment Increase shall rank pari passu in right of payment and security with the existing Revolving Credit Commitments;
(F) no Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche will have (i) a final maturity earlier than the Latest Revolving Credit Termination Date (as determined as of the applicable Revolving Credit Commitment Increase Date) or (ii) a weighted average life to maturity that is shorter than the weighted average life to maturity of the Revolving Credit Commitments; and
(G) (i) any Revolving Credit Commitment Increase (other than an Incremental Revolving Credit Commitment Tranche) shall be on terms that are identical to the existing Revolving Credit Commitments, with respect to any Revolving Credit Commitment Increase that is the same tranche as Commitments and in all respects shall become a part of the existing Revolving Credit Commitments, or (ii) subject to clauses (E) and (F) above, any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche shall be on terms that are identical to the existing Revolving Credit Commitments, other than those terms relating to pricing (including interest rates or rate floors), fees and maturity date and other than as set forth in this clause (c), or such terms as are reasonably satisfactory to the Administrative Agent, the Borrower, the Increasing Revolving Credit Lenders and/or the Assuming Revolving Credit Lenders, as applicable, with respect to any Incremental Revolving Credit Commitment Tranche. Each notice by the Borrower Company under this paragraph shall be deemed to constitute a representation and warranty by the Borrower Company Parties as to the matters specified in clauses (C) and (D) above. Notwithstanding anything herein to the contrary, no Revolving Credit Lender shall have any obligation hereunder to become an Increasing Revolving Credit Lender and any election to do so shall be in the sole discretion of each Revolving Credit Lender.
Appears in 1 contract
Requests for Increase. The Borrower Company may propose at any time (A) that the Revolving Credit Commitments hereunder be increased (each such proposed increase being a "Revolving Credit Commitment Increase") by having an existing Revolving Credit Lender (each an “Increasing Revolving Credit Lender”) agree to increase its then existing Revolving Credit Commitment (each an "Increasing Revolving Credit Lender") and/or by adding as a new Revolving Credit Lender hereunder any Person approved by the Administrative Agent and each Issuing Lender (in each case, such approval not to be unreasonably withheld or delayed) but in any event shall otherwise be an eligible assignee under Section 10.04 (each an “Assuming Revolving Credit Lender”) that which shall agree to provide a Revolving Credit Commitment hereunder or (B) the establishment of one or more new revolving credit commitments (each such new commitment, an “Incremental Revolving Credit Commitment Tranche”) to be provided by one or more Increasing Revolving Credit Lenders and/or "Assuming Revolving Credit Lenders (each such proposed increase pursuant to the foregoing clauses (A) and (B) being a “Revolving Credit Commitment Increase”Lender"), in each casecase with the consent of the Administrative Agent, each Issuing Lender and the Swingline Lender (such consent in each case not to be unreasonably withheld), by notice to the Administrative Agent specifying the amount of the relevant Revolving Credit Commitment Increase, the Increasing Revolving Credit Lender(s) and/or Assuming Revolving Credit Lenders providing for such Revolving Credit Commitment Increase and the date on which such increase is to be effective (the “"Revolving Credit Commitment Increase Date”"), which shall be a Business Day at least three Business Days after delivery of such notice and ten Business Days 30 days prior to the Revolving Credit Commitment Termination Date; provided that, and subject to the provisions set forth in Section 1.04(a) with respect to any Limited Condition Transaction:
(A) the minimum amount of each Revolving Credit Commitment Increase shall be $5,000,000 or a larger multiple of $1,000,000;
(B) the aggregate amount of all Revolving Credit Commitment Increases hereunder, together with the aggregate amount of all Incremental Term Loans incurred under Section 2.10(d) and all Incremental Equivalent Debt incurred under Section 2.10(e), hereunder shall not exceed the Available Incremental Amount$25,000,000;
(C) both at the time of any such request and upon the effectiveness of any Revolving Credit Commitment Increases, no Default or Event of Default shall have occurred and be continuing or would result from such proposed Revolving Credit Commitment Increase (or, in the case of any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche incurred to finance an Acquisition or other Investment permitted under Section 7.06, no Event of Default pursuant to clauses (a), (b), (h) or (i) of Article VIII has occurred and is continuing or would result therefrom);Increase; and
(D) the representations and warranties set forth in Article IV and in the other Loan Documents (or, in the case of any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche incurred to finance an Acquisition or other Investment permitted under Section 7.06, the Specified Representations, provided that any reference to “Material Adverse Effect” in the Specified Representations shall be understood for this purpose to refer to “Material Adverse Effect” or similar definition as defined in the main transaction agreement governing such Investment) shall be true and correct in all material respects (without duplication on and as of any materiality qualifier contained therein) immediately prior to, and after giving effect to, such the Revolving Credit Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(E) any Revolving Credit Commitment Increase shall rank pari passu in right of payment and security with the existing Revolving Credit Commitments;
(F) no Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche will have (i) a final maturity earlier than the Latest Revolving Credit Termination Date (as determined as of the applicable Revolving Credit Commitment Increase Date) or (ii) a weighted average life to maturity that is shorter than the weighted average life to maturity of the Revolving Credit Commitments; and
(G) (i) any Revolving Credit Commitment Increase (other than an Incremental Revolving Credit Commitment Tranche) shall be on terms that are identical to the existing Revolving Credit Commitments, with respect to any Revolving Credit Commitment Increase that is the same tranche as the existing Revolving Credit Commitments, or (ii) subject to clauses (E) and (F) above, any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche shall be on terms that are identical to the existing Revolving Credit Commitments, other than those terms relating to pricing (including interest rates or rate floors), fees and maturity date and other than as set forth in this clause (c), or such terms as are reasonably satisfactory to the Administrative Agent, the Borrower, the Increasing Revolving Credit Lenders and/or the Assuming Revolving Credit Lenders, as applicable, with respect to any Incremental Revolving Credit Commitment Tranche. Each notice by the Borrower Company under this paragraph shall be deemed to constitute a representation and warranty by the Borrower Company Parties as to the matters specified in clauses (C) and (D) above. Notwithstanding anything herein to the contrary, no Revolving Credit Lender shall have any obligation hereunder to become an Increasing Revolving Credit Lender and any election to do so shall be in the sole discretion of each Revolving Credit Lender.
Appears in 1 contract
Requests for Increase. The Borrower Company may propose at any time (A) that the Revolving Credit Commitments hereunder be increased (each such proposed increase being a “Revolving Credit Commitment Increase”) by having an existing Revolving Credit Lender agree to increase its then existing Revolving Credit Commitment (each an “Increasing Revolving Credit Lender”) agree to increase its then existing Revolving Credit Commitment and/or by adding as a new Revolving Credit Lender hereunder any Person approved by reasonably satisfactory to the Administrative Agent and each Issuing Lender (in each case, such approval not to be unreasonably withheld or delayed) but in any event shall otherwise be an eligible assignee under Section 10.04 (each an “Assuming Revolving Credit Lender”) that shall agree to provide a Revolving Credit Commitment hereunder or (B) the establishment of one or more new revolving credit commitments (each such new commitment, an “Incremental Revolving Credit Commitment Tranche”) to be provided by one or more Increasing Revolving Credit Lenders and/or Assuming Revolving Credit Lenders (each such proposed increase pursuant to the foregoing clauses (A) and (B) being a “Revolving Credit Commitment IncreaseLender”), in each case, by notice to the Administrative Agent specifying the amount of the relevant Revolving Credit Commitment Increase, the Increasing Revolving Credit Lender(s) and/or Assuming Revolving Credit Lenders providing for such Revolving Credit Commitment Increase and the date on which such increase is to be effective (the “Revolving Credit Commitment Increase Date”), which shall be a Business Day at least three Business Days after delivery of such notice and ten Business Days 30 days prior to the Revolving Credit Commitment Termination Date; provided that, and subject to the provisions set forth in Section 1.04(a) with respect to any Limited Condition Transaction:
(A) the minimum amount of each Revolving Credit Commitment Increase shall be $5,000,000 or a larger multiple of $1,000,000;
(B) the aggregate amount of all Revolving Credit Commitment Increases hereunder, together with the aggregate amount of all Incremental Term Loans incurred under Section 2.10(d) and all Incremental Equivalent Debt incurred under Section 2.10(e)Loans, shall not exceed the Available Incremental Amount$75,000,000;
(C) both at the time of any such request and upon the effectiveness of any Revolving Credit Commitment Increases, no Default or Event of Default shall have occurred and be continuing or would result from such proposed Revolving Credit Commitment Increase (or, in the case of any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche incurred to finance an Acquisition or other Investment permitted under Section 7.06, no Event of Default pursuant to clauses (a), (b), (h) or (i) of Article VIII has occurred and is continuing or would result therefrom)Increase;
(D) the representations and warranties set forth in Article IV and in the other Loan Documents (or, in the case of any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche incurred to finance an Acquisition or other Investment permitted under Section 7.06, the Specified Representations, provided that any reference to “Material Adverse Effect” in the Specified Representations shall be understood for this purpose to refer to “Material Adverse Effect” or similar definition as defined in the main transaction agreement governing such Investment) shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) immediately prior to, and after giving effect to, such Revolving Credit Commitment Increase as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(E) on a pro forma basis after giving effect to the incurrence of additional Revolving Loans to be borrowed on the Revolving Credit Commitment Increase Date (and to any Acquisition consummated concurrently with such incurrence as if such Acquisition had occurred on the first day of the most recent period of four consecutive fiscal quarters), the Company shall be in compliance with the financial covenants set forth in Section 7.11 recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available; and
(F) any Revolving Credit Commitment Increase shall rank pari passu in right of payment and security with the existing Revolving Credit Commitments;
(F) no Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche will have (i) a final maturity earlier than the Latest Revolving Credit Termination Date (as determined as of the applicable Revolving Credit Commitment Increase Date) or (ii) a weighted average life to maturity that is shorter than the weighted average life to maturity of the Revolving Credit Commitments; and
(G) (i) any Revolving Credit Commitment Increase (other than an Incremental Revolving Credit Commitment Tranche) shall be on terms that are identical to the existing Revolving Credit Commitments, with respect to any Revolving Credit Commitment Increase that is the same tranche as Commitments and in all respects shall become a part of the existing Revolving Credit Commitments, or (ii) subject to clauses (E) and (F) above, any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche shall be on terms that are identical to the existing Revolving Credit Commitments, other than those terms relating to pricing (including interest rates or rate floors), fees and maturity date and other than as set forth in this clause (c), or such terms as are reasonably satisfactory to the Administrative Agent, the Borrower, the Increasing Revolving Credit Lenders and/or the Assuming Revolving Credit Lenders, as applicable, with respect to any Incremental Revolving Credit Commitment Tranche. Each notice by the Borrower Company under this paragraph shall be deemed to constitute a representation and warranty by the Borrower Company Parties as to the matters specified in clauses (C) and (D) above. Notwithstanding anything herein to the contrary, no Revolving Credit Lender shall have any obligation hereunder to become an Increasing Revolving Credit Lender and any election to do so shall be in the sole discretion of each Revolving Credit Lender.
Appears in 1 contract
Requests for Increase. The Borrower Company may propose at any time (A) that the Revolving Credit Commitments hereunder be increased (each such proposed increase being a "Revolving Credit Commitment Increase") by having an existing Revolving Credit Lender (each an “Increasing Revolving Credit Lender”) agree to increase its then existing Revolving Credit Commitment (each an "Increasing Revolving Credit Lender") and/or by adding as a new Revolving Credit Lender hereunder any Person approved by the Administrative Agent and each Issuing Lender (in each case, such approval not to be unreasonably withheld or delayed) but in any event shall otherwise be an eligible assignee under Section 10.04 (each an “Assuming Revolving Credit Lender”) that which shall agree to provide a Revolving Credit Commitment hereunder or (B) the establishment of one or more new revolving credit commitments (each such new commitment, an “Incremental Revolving Credit Commitment Tranche”) to be provided by one or more Increasing Revolving Credit Lenders and/or "Assuming Revolving Credit Lenders (each such proposed increase pursuant to the foregoing clauses (A) and (B) being a “Revolving Credit Commitment Increase”Lender"), in each casecase with the consent of the Administrative Agent, each Issuing Lender and the Swingline Lender (such consent in each case not to be unreasonably withheld), by notice to the Administrative Agent specifying the amount of the relevant Revolving Credit Commitment Increase, the Increasing Revolving Credit Lender(s) and/or Assuming Revolving Credit Lenders providing for such Revolving Credit Commitment Increase and the date on which such increase is to be effective (the “"Revolving Credit Commitment Increase Date”"), which shall be a Business Day at least three Business Days after delivery of such notice and ten Business Days 30 days prior to the Revolving Credit Commitment Termination Date; provided that, and subject to the provisions set forth in Section 1.04(a) with respect to any Limited Condition Transaction:
(A) the minimum amount of each Revolving Credit Commitment Increase shall be $5,000,000 or a larger multiple of $1,000,000;
(B) the aggregate amount of all Revolving Credit Commitment Increases hereunder, together with the aggregate amount of all Incremental Term Loans incurred under Section 2.10(d) and all Incremental Equivalent Debt incurred under Section 2.10(e)Loans, shall not exceed the Available Incremental Amount$50,000,000;
(C) both at the time of any such request and upon the effectiveness of any Revolving Credit Commitment Increases, no Default or Event of Default shall have occurred and be continuing or would result from such proposed Revolving Credit Commitment Increase (or, in the case of any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche incurred to finance an Acquisition or other Investment permitted under Section 7.06, no Event of Default pursuant to clauses (a), (b), (h) or (i) of Article VIII has occurred and is continuing or would result therefrom);Increase; and
(D) the representations and warranties set forth in Article IV and in the other Loan Documents (or, in the case of any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche incurred to finance an Acquisition or other Investment permitted under Section 7.06, the Specified Representations, provided that any reference to “Material Adverse Effect” in the Specified Representations shall be understood for this purpose to refer to “Material Adverse Effect” or similar definition as defined in the main transaction agreement governing such Investment) shall be true and correct in all material respects (without duplication on and as of any materiality qualifier contained therein) immediately prior to, and after giving effect to, such the Revolving Credit Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(E) any Revolving Credit Commitment Increase shall rank pari passu in right of payment and security with the existing Revolving Credit Commitments;
(F) no Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche will have (i) a final maturity earlier than the Latest Revolving Credit Termination Date (as determined as of the applicable Revolving Credit Commitment Increase Date) or (ii) a weighted average life to maturity that is shorter than the weighted average life to maturity of the Revolving Credit Commitments; and
(G) (i) any Revolving Credit Commitment Increase (other than an Incremental Revolving Credit Commitment Tranche) shall be on terms that are identical to the existing Revolving Credit Commitments, with respect to any Revolving Credit Commitment Increase that is the same tranche as the existing Revolving Credit Commitments, or (ii) subject to clauses (E) and (F) above, any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche shall be on terms that are identical to the existing Revolving Credit Commitments, other than those terms relating to pricing (including interest rates or rate floors), fees and maturity date and other than as set forth in this clause (c), or such terms as are reasonably satisfactory to the Administrative Agent, the Borrower, the Increasing Revolving Credit Lenders and/or the Assuming Revolving Credit Lenders, as applicable, with respect to any Incremental Revolving Credit Commitment Tranche. Each notice by the Borrower Company under this paragraph shall be deemed to constitute a representation and warranty by the Borrower Company Parties as to the matters specified in clauses (C) and (D) above. Notwithstanding anything herein to the contrary, no Revolving Credit Lender shall have any obligation hereunder to become an Increasing Revolving Credit Lender and any election to do so shall be in the sole discretion of each Revolving Credit Lender.
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Requests for Increase. The Borrower may propose at any time (A) that following the Effective Date increase the Revolving Credit Commitments hereunder be increased (each such increase being a “Revolving Credit Commitment Increase”) by having an existing Revolving Credit Lender agree to increase its then existing Revolving Credit Commitment (each an “Increasing Revolving Credit Lender”) agree to increase its then existing Revolving Credit Commitment and/or by adding as a new Revolving Credit Lender hereunder any Person approved by the Administrative Agent and each Issuing Lender (in each case, such approval not which shall agree to be unreasonably withheld or delayed) but in any event shall otherwise be an eligible assignee under Section 10.04 provide a Revolving Credit Commitment hereunder (each an “Assuming Revolving Credit Lender”) that shall agree to provide a Revolving Credit Commitment hereunder or (B) the establishment of one or more new revolving credit commitments (each such new commitment, an “Incremental Revolving Credit Commitment Tranche”) to be provided by one or more Increasing Revolving Credit Lenders and/or Assuming Revolving Credit Lenders (each such proposed increase pursuant to the foregoing clauses (A) and (B) being a “Revolving Credit Commitment Increase”), in each casecase with the consent of the Administrative Agent, the Issuing Lender and the Swingline Lender (such consent in each case not to be unreasonably withheld), by notice to the Administrative Agent specifying the amount of the relevant Revolving Credit Commitment Increase, the Increasing Revolving Credit Lender(s) and/or Assuming Revolving Credit Lenders providing for such Revolving Credit Commitment Increase and the date on which such increase is to be effective (the “Revolving Credit Commitment Increase Date”), which shall be a Business Day at least three Business Days after delivery of such notice and ten Business Days 30 days prior to the Revolving Credit Commitment Termination Date; provided that, and subject to the provisions set forth in Section 1.04(a) with respect to any Limited Condition Transaction:
(A) the minimum amount of each Revolving Credit Commitment Increase shall be $5,000,000 2,500,000 or a larger multiple of $1,000,000500,000;
(B) the aggregate amount of all Revolving Credit Commitment Increases hereunder, together with the aggregate amount of all Incremental Term Loans incurred under Section 2.10(d) and all Incremental Equivalent Debt incurred under Section 2.10(e), hereunder shall not exceed the Available Incremental Amount$5,000,000;
(C) both at the time of any such request and upon the effectiveness of any Revolving Credit Commitment Increases, no Default or Event of Default shall have occurred and be continuing or would result from such proposed Revolving Credit Commitment Increase (or, in the case of any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche incurred to finance an Acquisition or other Investment permitted under Section 7.06, no Event of Default pursuant to clauses (a), (b), (h) or (i) of Article VIII has occurred and is continuing or would result therefrom);Increase; and
(D) the representations and warranties set forth in Article IV and in the other Loan Documents (or, in the case of any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche incurred to finance an Acquisition or other Investment permitted under Section 7.06, the Specified Representations, provided that any reference to “Material Adverse Effect” in the Specified Representations shall be understood for this purpose to refer to “Material Adverse Effect” or similar definition as defined in the main transaction agreement governing such Investment) shall be true and correct in all material respects (without duplication on and as of any materiality qualifier contained therein) immediately prior to, and after giving effect to, such the Revolving Credit Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(E) any Revolving Credit Commitment Increase shall rank pari passu in right of payment and security with the existing Revolving Credit Commitments;
(F) no Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche will have (i) a final maturity earlier than the Latest Revolving Credit Termination Date (as determined as of the applicable Revolving Credit Commitment Increase Date) or (ii) a weighted average life to maturity that is shorter than the weighted average life to maturity of the Revolving Credit Commitments; and
(G) (i) any Revolving Credit Commitment Increase (other than an Incremental Revolving Credit Commitment Tranche) shall be on terms that are identical to the existing Revolving Credit Commitments, with respect to any Revolving Credit Commitment Increase that is the same tranche as the existing Revolving Credit Commitments, or (ii) subject to clauses (E) and (F) above, any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche shall be on terms that are identical to the existing Revolving Credit Commitments, other than those terms relating to pricing (including interest rates or rate floors), fees and maturity date and other than as set forth in this clause (c), or such terms as are reasonably satisfactory to the Administrative Agent, the Borrower, the Increasing Revolving Credit Lenders and/or the Assuming Revolving Credit Lenders, as applicable, with respect to any Incremental Revolving Credit Commitment Tranche. Each notice by the Borrower under this paragraph shall be deemed to constitute a representation and warranty by the Borrower as to the matters specified in clauses (C) and (D) aboveabove as of the relevant Revolving Credit Commitment Increase Date. Notwithstanding anything herein to the contrary, no Revolving Credit Lender shall have any obligation hereunder to become an Increasing Revolving Credit Lender and any election to do so shall be in the sole discretion of each Revolving Credit Lender.
Appears in 1 contract
Samples: Credit Agreement (HMS Holdings Corp)
Requests for Increase. The Parent Borrower may propose may, at any time (A) that following the Revolving Credit Effective Date, effect an increase in the Commitments hereunder be increased (each such increase being a “Commitment Increase”) by having an existing Revolving Credit Lender (each an “Increasing Revolving Credit Lender”) agree to increase its then existing Revolving Credit Commitment and/or by adding as a new Revolving Credit Lender hereunder any Person approved by the Administrative Agent and each Issuing Lender (in each case, such approval not to be unreasonably withheld or delayed) but in any event shall otherwise be an eligible assignee under Section 10.04 (each an “Assuming Revolving Credit Lender”) that shall agree to provide a Revolving Credit Commitment hereunder or (B) the establishment of one or more Additional Commitment Lenders provide new revolving credit commitments (each such new commitment, an “Incremental Revolving Credit Commitment Tranche”) to be provided by one or more Increasing Revolving Credit Lenders and/or Assuming Revolving Credit Lenders (each such proposed increase pursuant to the foregoing clauses (A) and (B) being a “Revolving Credit Commitment Increase”), in each caseadditional Commitments hereunder, by notice to the Administrative Agent specifying the amount of the relevant Revolving Credit Commitment Increase, the Increasing Revolving Credit identity of the Additional Commitment Lender(s) and/or Assuming Revolving Credit Lenders providing for such Revolving Credit Commitment Increase and the date on which such increase is to be effective (the “Revolving Credit Commitment Increase Date”), which shall be a Business Day at least three Business Days after delivery of such notice and ten Business Days 30 days prior to the Revolving Credit Commitment Termination Date (or, if at such time, there shall exist different Commitment Termination Dates for the Lenders hereunder, the latest applicable Commitment Termination Date); provided that, and subject to the provisions set forth in Section 1.04(a) with respect to any Limited Condition Transaction:
(A) the minimum amount of each Revolving Credit Commitment Increase shall be $5,000,000 or a larger multiple of $1,000,00025,000,000;
(B) immediately after giving effect to any Commitment Increase, the aggregate amount of all Revolving Credit Commitment Increases hereunder, together with the aggregate amount of all Incremental Term Loans incurred under Section 2.10(d) and all Incremental Equivalent Debt incurred under Section 2.10(e), Commitments hereunder shall not exceed the Available Incremental Amount$1,200,000,000;
(C) both at the time of any such request and upon the effectiveness of any Revolving Credit Commitment IncreasesIncrease, no Default or Event of Default shall have occurred and be continuing or would result from such proposed Revolving Credit Commitment Increase (or, in the case of any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche incurred to finance an Acquisition or other Investment permitted under Section 7.06, no Event of Default pursuant to clauses (a), (b), (h) or (i) of Article VIII has occurred and is continuing or would result therefrom);; and
(D) the representations and warranties set forth in Article IV and in the other Loan Documents (or, in the case of any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche incurred to finance an Acquisition or other Investment permitted under Section 7.06, the Specified Representations, provided that any reference to “Material Adverse Effect” in the Specified Representations shall be understood for this purpose to refer to “Material Adverse Effect” or similar definition as defined in the main transaction agreement governing such Investment) shall be true and correct in all material respects (without duplication on and as of any materiality qualifier contained therein) immediately prior to, and after giving effect to, such Revolving Credit the Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(E) any Revolving Credit Commitment Increase shall rank pari passu in right of payment and security with the existing Revolving Credit Commitments;
(F) no Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche will have (i) a final maturity earlier than the Latest Revolving Credit Termination Date (as determined as of the applicable Revolving Credit Commitment Increase Date) or (ii) a weighted average life to maturity that is shorter than the weighted average life to maturity of the Revolving Credit Commitments; and
(G) (i) any Revolving Credit Commitment Increase (other than an Incremental Revolving Credit Commitment Tranche) shall be on terms that are identical to the existing Revolving Credit Commitments, with respect to any Revolving Credit Commitment Increase that is the same tranche as the existing Revolving Credit Commitments, or (ii) subject to clauses (E) and (F) above, any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche shall be on terms that are identical to the existing Revolving Credit Commitments, other than those terms relating to pricing (including interest rates or rate floors), fees and maturity date and other than as set forth in this clause (c), or such terms as are reasonably satisfactory to the Administrative Agent, the Borrower, the Increasing Revolving Credit Lenders and/or the Assuming Revolving Credit Lenders, as applicable, with respect to any Incremental Revolving Credit Commitment Tranche. Each notice by the Parent Borrower under this paragraph shall be deemed to constitute a representation and warranty by the Parent Borrower as to the matters specified in clauses (B), (C) and (D) aboveabove as of the relevant Commitment Increase Date. Notwithstanding anything herein to the contrary, no Revolving Credit Lender shall have any obligation hereunder to become an Increasing Revolving Credit Additional Commitment Lender and any election to do so shall be in the sole discretion of each Revolving Credit Lender.
Appears in 1 contract
Samples: Credit Agreement (Dillards Inc)
Requests for Increase. The Borrower may propose GEO may, from time to time at any time (A) prior to the Revolving Credit Commitment Termination Date, propose that the Revolving Credit Commitments hereunder be increased by having an existing Revolving Credit Lender (each an “Increasing Revolving Credit Lender”) agree to increase its then existing Revolving Credit Commitment and/or by adding as a new Revolving Credit Lender hereunder any Person approved by the Administrative Agent and each Issuing Lender (in each case, such approval not to be unreasonably withheld or delayed) but in any event shall otherwise be an eligible assignee under Section 10.04 (each an “Assuming Revolving Credit Lender”) that shall agree to provide a Revolving Credit Commitment hereunder or (B) the establishment of one or more new revolving credit commitments (each such new commitment, an “Incremental Revolving Credit Commitment Tranche”) to be provided by one or more Increasing Revolving Credit Lenders and/or Assuming Revolving Credit Lenders (each such proposed increase pursuant to the foregoing clauses (A) and (B) being a “Revolving Credit Commitment Increase”), ) in each case, an aggregate principal amount not to exceed the Incremental Amount. Each such proposal shall be made by notice to the Administrative Agent Agent, specifying the amount of the relevant each existing Lender (each an “Increasing Lender”) and/or each additional lender (each an “Assuming Lender”) that shall have agreed (in its sole discretion) to increase or to assume a Revolving Credit Commitment Increase, the Increasing Revolving Credit Lender(s) and/or Assuming Revolving Credit Lenders providing for such Revolving Credit Commitment Increase and the date on which such increase or assumption is to be effective (the “Revolving Credit Commitment Increase Date”), which shall be a Business Day at least three Business Days after delivery of such notice and ten Business Days at least 30 days prior to the Revolving Credit Commitment Termination Date; provided that, and subject to the provisions set forth in Section 1.04(a) with respect to any Limited Condition Transaction:
(A) the First Lien Leverage Ratio after giving effect to the incurrence of any such Revolving Credit Commitment Increase (and the use of proceeds therefrom) on a pro forma basis (assuming the full amount of such Revolving Credit Commitment Increase is drawn and without netting cash proceeds thereof) shall not exceed 2.25:1.00;
(B) the minimum amount of each any such increase shall be (1) $20,000,000 or a larger multiple of $1,000,000 or (2) any other amount consented to by the Administrative Agent, and the minimum amount of the Revolving Credit Commitment of any Assuming Lender, and the minimum amount of the increase of the Revolving Credit Commitment of any Increasing Lender, as part of such Revolving Credit Commitment Increase shall be $5,000,000 or a larger multiple of $1,000,000;
(B) the aggregate amount of all Revolving Credit Commitment Increases hereunder, together with the aggregate amount of all Incremental Term Loans incurred under Section 2.10(d) and all Incremental Equivalent Debt incurred under Section 2.10(e), shall not exceed the Available Incremental Amount1,000,000 in excess thereof;
(C) both at the time of any such request and upon the effectiveness of any Revolving Credit Commitment Increases, no Default or Event of Default [reserved];
(D) GEO shall have occurred delivered to the Administrative Agent a certificate of GEO stating that, on and be continuing or would result from as of such proposed Revolving Credit Commitment Increase (orDate, in the case of any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche incurred to finance an Acquisition or other Investment permitted under Section 7.06, no Event of Default pursuant to clauses (a), (b), (h) or (i) of Article VIII no Default has occurred and is continuing or would result therefrom);
and (Dii) the representations and warranties set forth contained in Article IV and in the other Loan Documents (or, in the case of any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche incurred to finance an Acquisition or other Investment permitted under Section 7.06, the Specified Representations, provided that any reference to “Material Adverse Effect” in the Specified Representations shall be understood for this purpose to refer to “Material Adverse Effect” or similar definition as defined in the main transaction agreement governing such Investment) shall be Agreement are true and correct in all material respects (without duplication of any materiality qualifier contained therein) immediately prior to, and after giving effect to, such Revolving Credit Commitment Increase as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(E) any Revolving Credit Commitment Increase shall rank pari passu in right of payment and security with the existing Revolving Credit Commitments;
(F) no Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche will have (i) a final maturity earlier than the Latest Revolving Credit Termination Date (as determined as of the applicable Revolving Credit Commitment Increase Date) or (ii) a weighted average life to maturity that is shorter than the weighted average life to maturity of the Revolving Credit Commitments; and
(G) (i) any Revolving Credit Commitment Increase (other than an Incremental Revolving Credit Commitment Tranche) each Assuming Lender shall be on terms that are identical to the existing Revolving Credit Commitments, with respect to any Revolving Credit Commitment Increase that is the same tranche as the existing Revolving Credit Commitments, or (ii) subject to clauses (E) and (F) above, any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche shall be on terms that are identical to the existing Revolving Credit Commitments, other than those terms relating to pricing (including interest rates or rate floors), fees and maturity date and other than as set forth in this clause (c), or such terms as are reasonably satisfactory acceptable to the Administrative Agent, the Borrower, the Increasing Revolving Credit Lenders and/or the Assuming Revolving Credit Lenders, as applicable, with respect to any Incremental Revolving Credit Commitment Tranche. Each notice by the Borrower under this paragraph shall be deemed to constitute a representation and warranty by the Borrower as to the matters specified in clauses (C) and (D) above. Notwithstanding anything herein to the contrary, no Revolving Credit Lender shall have any obligation hereunder to become an Increasing Revolving Credit each Issuing Lender and any election to do so the Swingline Lender in the reasonable exercise of their discretion; and
(F) GEO shall be in the sole discretion compliance with Section 5.11(c) as of each Revolving Credit Lendersuch Commitment Increase Date.
Appears in 1 contract
Samples: Credit Agreement (Geo Group Inc)
Requests for Increase. The Borrower may propose at any time (A) that the Revolving Credit Commitments hereunder be increased by having an existing Revolving Credit Lender (each an “Increasing Revolving Credit Lender”) agree to increase its then existing Revolving Credit Commitment and/or by adding as a new Revolving Credit Lender hereunder any Person approved by the Administrative Agent and each Issuing Lender (in each case, such approval not to be unreasonably withheld or delayed) but in any event shall otherwise be an eligible assignee under Section 10.04 9.04 (each an “Assuming Revolving Credit Lender”) that shall agree to provide a Revolving Credit Commitment hereunder or (B) the establishment of one or more new revolving credit commitments (each such new commitment, an “Incremental Revolving Credit Commitment Tranche”) to be provided by one or more Increasing Revolving Credit Lenders and/or Assuming Revolving Credit Lenders (each such proposed increase pursuant to the foregoing clauses (A) and (B) being a “Revolving Credit Commitment Increase”), in each case, by notice to the Administrative Agent specifying the amount of the relevant Revolving Credit Commitment Increase, the Increasing Revolving Credit Lender(s) and/or Assuming Revolving Credit Lenders providing for such Revolving Credit Commitment Increase and the date on which such increase is to be effective (the “Revolving Credit Commitment Increase Date”), which shall be a Business Day at least three Business Days after delivery of such notice and ten Business Days prior to the Revolving Credit Commitment Termination Date; provided that, and subject to the provisions set forth in Section 1.04(a) with respect to any Limited Condition Transaction:
(A) the minimum amount of each Revolving Credit Commitment Increase shall be $5,000,000 1,000,000 or a larger multiple of $1,000,000500,000;
(B) (i) the aggregate amount of all Revolving Credit Commitment Increases hereunder, together with the aggregate amount of all Incremental Term Loans incurred under Section 2.10(d) and all Incremental Equivalent Debt incurred under Section 2.10(e), shall not exceed the Available Incremental AmountAmount and (ii) after giving effect to any such Revolving Credit Commitment Increase on a Pro Forma Basis, the Borrower is in compliance with the financial covenants set forth in Section 6.11 recomputed as of the last day of the most recently ended Reference Period;
(C) both at the time of any such request and upon the effectiveness of any Revolving Credit Commitment Increases, no Default or Event of Default shall have occurred and be continuing or would result from such proposed Revolving Credit Commitment Increase (or, in the case of any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche incurred to finance an Acquisition or other Investment permitted under Section 7.06a Limited Condition Transaction, no Default or Event of Default pursuant to clauses (a), (b), (h) or (i) of Article VIII VII has occurred and is continuing or would result therefromtherefrom at the time of such request);
(D) the representations and warranties set forth in Article IV III and in the other Loan Documents (or, in the case of any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche incurred to finance an Acquisition or other Investment permitted under Section 7.06a Limited Condition Transaction, the Specified Representations, provided that any reference to “Material Adverse Effect” in the Specified Representations shall be understood for this purpose to refer to “Material Adverse Effect” or similar definition as defined in the main transaction agreement governing such InvestmentLimited Condition Transaction) shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) immediately prior to, and after giving effect to, such Revolving Credit Commitment Increase as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(E) any Revolving Credit Commitment Increase shall rank pari passu in right of payment and security with the existing Revolving Credit Commitments;
(F) no Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche will have (i) a final maturity earlier than the Latest Revolving Credit Termination Date (as determined as of the applicable Revolving Credit Commitment Increase Date) or (ii) a weighted average life to maturity that is shorter than the weighted average life to maturity of the Revolving Credit Commitments; and
(G) (i) any Revolving Credit Commitment Increase (other than an Incremental Revolving Credit Commitment Tranche) shall be on terms that are identical to the existing Revolving Credit Commitments, with respect to any Revolving Credit Commitment Increase that is the same tranche as the existing Revolving Credit Commitments, or (ii) subject to clauses (E) and (F) above, any Revolving Credit Commitment Increase consisting of an Incremental Revolving Credit Commitment Tranche shall be on terms that are identical to the existing Revolving Credit Commitments, other than those terms relating to pricing (including interest rates or rate floors), fees and maturity date and other than as set forth in this clause (c), or such terms as are reasonably satisfactory to the Administrative Agent, the Borrower, the Increasing Revolving Credit Lenders and/or the Assuming Revolving Credit Lenders, as applicable, with respect to any Incremental Revolving Credit Commitment Tranche. Each notice by the Borrower under this paragraph shall be deemed to constitute a representation and warranty by the Borrower as to the matters specified in clauses (C) and (D) above. Notwithstanding anything herein to the contrary, no Revolving Credit Lender shall have any obligation hereunder to become an Increasing Revolving Credit Lender and any election to do so shall be in the sole discretion of each Revolving Credit Lender.
Appears in 1 contract
Samples: Credit Agreement (Eventbrite, Inc.)
