Revolver Increase. On and after the Closing Date, Borrower may, at its option at any time in increments of not less than $5,000,000, seek to increase (the “Revolver Increase”) the Revolving Commitment Amount by up to an aggregate of $45,000,000 (after giving effect to all such increases the Revolving Commitment Amount shall not exceed $95,000,000) upon at least 30 days (but not more than 45 days) written notice (“Revolver Increase Notice”) to the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when no Default or Event of Default has occurred and is continuing (and the effectiveness of the Revolver Increase shall be subject to no Default or Event of Default existing of the time of the Revolver Increase) and (c) certify that the Revolver Increase will not violate or conflict with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit Party. Borrower shall, after giving a Revolver Increase Notice, offer the Revolver Increase (i) first on a pro-rata basis to the Lenders, which each Lender may in its sole and absolute discretion accept or decline (it being understood that any Lender not affirmatively committing in writing to its pro-rata portion shall be deemed to have declined), (ii) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non pro-rata basis to the Lenders accepting their pro rata share of the Revolver Increase and (iii) third, to other commercial banks or financial institutions. No increase in the Revolving Commitment Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make a Revolving Loan such that the outstanding Revolving Loans of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Revolving Loans and Letter of Credit Obligations based on the Revolver Commitment of such new Lender. Any Revolving Loan as a result of an increase to the Revolver Commitment pursuant to this Section 2.2.3 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolving Commitment Amount pursuant to this Section 2.2.3, Schedule 10.1 shall be deemed amended and replaced with a new Schedule 10.1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, in the event that Borrower elects to permanently reduce or terminate the Revolving Commitment Amount pursuant to Section 2.3.1, the Revolver Increase, to the extent not already utilized by the Borrower, shall be terminated and cease to be available to the Borrower. Unless otherwise agreed to by the Borrower, Agent and Lenders providing any Revolver Increase, no closing fees or other transaction costs (other than those expressly called for under this Agreement) shall be required by the Lender in connection with a Revolver Increase.
Appears in 2 contracts
Samples: Credit Agreement (Novamed Inc), Credit Agreement (Novamed Inc)
Revolver Increase. On and after the Closing Date, Borrower Borrowers may, at its option at by written notice to Agent (whereupon Agent shall promptly deliver a copy to each of the Lenders), request that the amount of the aggregate Revolver Commitment be increased by an amount of up to $40,000,000 (any time in increments of not less than $5,000,000such increase, seek to increase (the a “Revolver Increase”); provided, that no such Revolver Increase shall be made if (i) at the Revolving Commitment Amount by up time that such Revolver Increase is to an aggregate of $45,000,000 be made (and after giving effect to all such increases the Revolving Commitment Amount shall not exceed $95,000,000thereto) upon at least 30 days (but not more than 45 days) written notice (“Revolver Increase Notice”) to the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when no Default or Event of Default shall exist or would occur as a result of such Revolver Increase, (ii) Agent has occurred not received an opinion of Borrowers’ counsel reasonably satisfactory to Agent opining that the Revolver Increase does not conflict with, or result in a breach of, the Second Lien Debt Documents or the 2009 Indenture, or require that the Debt evidenced by the Second Lien Debt Documents or the 2009 Indenture be secured on an equal and is continuing ratable basis with any portion of the Obligations, (iii) Agent has not received a certificate of Parent reasonably satisfactory to Agent certifying that the Revolver Increase not conflict with, or result in a breach of, the Indenture, or require that the Debt evidenced by the Indenture be secured on an equal and ratable basis with any portion of the Obligations, (iv) the holders of the Second Lien Debt have not consented to the Revolver Increase and the effectiveness Second Lien Debt Intercreditor Agreement has not been amended in a manner satisfactory to Agent to increase the “Maximum Priority First Lien Loan Amount” (as defined in the Second Lien Debt Intercreditor Agreement) by at least 110% of the Revolver Increase, or (v) Agent has not received commitments (reasonably satisfactory to Agent) from Lenders (or their Affiliates) or other Persons reasonably acceptable to Agent, within 90 days after receipt of Borrowers’ request and prior to such Revolver Increase, to provide Revolver Commitments which, in the aggregate, equal the amount of the requested Revolver Increase. Any such Revolver Increase shall be subject in a minimum amount of $5,000,000 and the aggregate amount of all Revolver Increases shall not exceed $40,000,000. Notwithstanding anything to the contrary herein, no Default Lender shall have any obligation to increase its Revolver Commitment to provide all or Event any portion of Default existing a Revolver Increase. In the event Agent receives satisfactory commitments for Revolver Commitments in excess of the time requested Revolver Increase, Agent shall have the right, following consultation with Borrower Representative, to allocate the Revolver Increase among such commitments as Agent shall elect. The notice from Borrowers pursuant to this Section shall set forth the requested amount of such Revolver Increase. If Borrowers’ request for the Revolver Increase satisfies all of the terms and conditions set forth herein, Agent shall notify Borrower Representative and each Lender of the date such Revolver Increase is to be made, which date shall be on or after delivery to Agent of each of the following documents: (1) a joinder agreement signed by a duly authorized representative of any Person that becomes a Lender, (2) an officers’ certificate of Borrower Representative, in form and substance reasonably acceptable to Agent, confirming compliance with all conditions precedent set forth herein; (3) to the extent requested by any Lender, executed Notes issued by Borrowers; (4) an amendment to this Agreement, as appropriate, and the other Loan Documents, to effectuate the terms of this Section 2.1.7 and the Revolver Increase) , executed by each Borrower, each Lender providing an increased or new Revolver Commitment, and Agent; and (c5) certify that the Revolver Increase will not violate or conflict with the terms of any Indebtedness or any other contractcustomary documents (including opinions of counsel) reasonably requested by Agent, agreement, instrument or obligation of any Credit Party. Borrower shall, after giving a Revolver Increase Notice, offer the Revolver Increase (i) first on a pro-rata basis in each case all in form and substance reasonably acceptable to the Lenders, which each Lender may in its sole and absolute discretion accept or decline Agent (it being understood that and agreed that, notwithstanding Section 14.1, any such amendments and supplements shall be effective without further consent of any Lender not affirmatively committing in writing to its pro-rata portion shall be deemed to have declined), (ii) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non pro-rata basis to the Lenders accepting their pro rata share of the Revolver Increase and (iii) third, to other commercial banks or financial institutions. No increase in the Revolving Commitment Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make a Revolving Loan such that the outstanding Revolving Loans of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Revolving Loans and Letter of Credit Obligations based on the Revolver Commitment of such new Lender. Any Revolving Loan as a result of an increase to the Revolver Commitment pursuant to this Section 2.2.3 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolving Commitment Amount pursuant to this Section 2.2.3, Schedule 10.1 shall be deemed amended and replaced with a new Schedule 10.1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, in the event that Borrower elects to permanently reduce or terminate the Revolving Commitment Amount pursuant to Section 2.3.1, the Revolver Increase, to the extent not already utilized by the Borrower, shall be terminated and cease to be available to the Borrower. Unless otherwise agreed to by the Borrower, Agent and Lenders providing any Revolver Increase, no closing fees or other transaction costs (other than those expressly called for under this Agreement) shall be required by the any Lender in connection with a providing an increased or new Revolver IncreaseCommitment).
Appears in 2 contracts
Samples: Credit Agreement (Apparel Holding Corp.), Credit Agreement (Apparel Holding Corp.)
Revolver Increase. On and after the Closing Date, Borrower Borrowers may, at its option at by written notice by Borrowers to Agent (whereupon Agent shall promptly deliver a copy to each of the Lenders), request that the amount of the Maximum Revolver Amount be increased by an amount of up to $10,000,000 (any time in increments of not less than $5,000,000such increase, seek to increase (the a “Revolver Increase”), with increases attributed to the Maximum Canadian Revolver Amount and the Maximum US Revolver Amount as requested by Borrowers; provided, that no such Revolver Increase shall be made if (i) at the Revolving Commitment Amount by up time that such Revolver Increase is to an aggregate of $45,000,000 be made (and after giving effect to all such increases the Revolving Commitment Amount shall not exceed $95,000,000thereto) upon at least 30 days (but not more than 45 days) written notice (“Revolver Increase Notice”) to the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when no Default or Event of Default has occurred and is continuing shall exist or would occur as a result of such Revolver Increase, (and ii) Borrowers are not in compliance with the effectiveness financial covenants set forth in Section 7 as of the most recent month-end on a pro forma basis after giving effect to such increase, whether or not such covenants are then in effect, or (iii) the applicable Agent(s) has or have not received additional Revolver Commitments (reasonably satisfactory to such Agent) from Lenders (or their Affiliates) or other Persons reasonably acceptable to such Agent to provide the requested Revolver Increase. Any such Revolver Increase shall be subject to no Default in a minimum aggregate amount of $5,000,000 and the aggregate amount of all Revolver Increases shall not exceed $10,000,000. No Revolver Increases may be requested or Event of Default existing made after the three year anniversary of the time Closing Date. Notwithstanding anything to the contrary herein, no Lender shall have any obligation to increase its Revolver Commitment to provide all or any portion of a Revolver Increase. The notice from Borrowers pursuant to this Section shall set forth the requested amount and allocation to the Maximum Canadian Revolver Amount and/or Maximum US Revolver Amount of such Revolver Increase. If Borrowers’ request for the Revolver Increase satisfies all of the terms and conditions set forth herein, the applicable Agent(s) shall notify Borrowers and each Lender of the date such Revolver Increase is to be made, which date shall be on or after delivery to Agents of each of the following documents: (1) a joinder agreement signed by a duly authorized representative of any Person that becomes a Lender, (2) an officers’ certificate of each Borrower, in form and substance reasonably acceptable to Agent, confirming compliance with all conditions precedent set forth herein; (3) an amendment to this Agreement, as appropriate, and the other Loan Documents, to effectuate the terms of this Section and the Revolver Increase) , executed by Borrowers, each Lender, and Agents; and (c4) certify that the Revolver Increase will not violate or conflict with the terms of any Indebtedness or any other contractcustomary documents (including, agreementif requested by Agents, instrument or obligation opinions of any Credit Party. Borrower shallcounsel) reasonably requested by Agents, after giving a Revolver Increase Notice, offer the Revolver Increase (i) first on a pro-rata basis in each case all in form and substance reasonably acceptable to the Lenders, which each Lender may in its sole and absolute discretion accept or decline Agents (it being understood that and agreed that, notwithstanding Section 14.1, any Lender not affirmatively committing in writing to its pro-rata portion such amendments and supplements shall be deemed to have declinedeffective without further consent of any Lender), (ii) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non pro-rata basis to the Lenders accepting their pro rata share of the Revolver Increase and (iii) third, to other commercial banks or financial institutions. No increase in the Revolving Commitment Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make a Revolving Loan such that the outstanding Revolving Loans of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Revolving Loans and Letter of Credit Obligations based on the Revolver Commitment of such new Lender. Any Revolving Loan as a result of an increase to the Revolver Commitment pursuant to this Section 2.2.3 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolving Commitment Amount pursuant to this Section 2.2.3, Schedule 10.1 shall be deemed amended and replaced with a new Schedule 10.1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, in the event that Borrower elects to permanently reduce or terminate the Revolving Commitment Amount pursuant to Section 2.3.1, the Revolver Increase, to the extent not already utilized by the Borrower, shall be terminated and cease to be available to the Borrower. Unless otherwise agreed to by the Borrower, Agent and Lenders providing any Revolver Increase, no closing fees or other transaction costs (other than those expressly called for under this Agreement) shall be required by the Lender in connection with a Revolver Increase.
Appears in 2 contracts
Samples: Credit Agreement (Arc Document Solutions, Inc.), Credit Agreement (American Reprographics CO)
Revolver Increase. On Subject to the terms and after conditions set forth herein, the Closing DateBorrower shall have the right, Borrower may, at its option at any time and from time to time prior to the Revolver Maturity Date, to incur additional Indebtedness under this Credit Agreement in increments the form of not less than $5,000,000, seek an increase to increase the Revolving Committed Amount (the each a “Revolver Increase”) by an aggregate amount of up to (a) ONE HUNDRED TWENTY-FIVE MILLION DOLLARS ($125,000,000) less (b) the sum of (i) the aggregate amount of any prior Incremental Term Facility established pursuant to Section 2.2(e) plus (ii) the aggregate amount of any prior Revolver Increases established pursuant to this Section 2.1(f). The following terms and conditions shall apply to each Revolver Increase: (i) the loans made under any such Revolver Increase (each an “Additional Revolving Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the proceeds of any Additional Revolving Loan will be used for the purposes set forth in Section 3.11, (iii) the Borrower shall execute a Revolving Note in favor of any new Lender or any existing Lender requesting a Revolving Note whose Revolving Commitment Amount is created or increased, (iv) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (v) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by up the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to an aggregate the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent, (vi) any such Revolver Increase shall be in a minimum principal amount of $45,000,000 15,000,000 or, if less, the maximum remaining amount permitted pursuant to this Section 2.1(f), (vii) if the interest rate margin on any Revolver Increase would be more than the Applicable Percentage for the existing Revolving Loans, the Applicable Percentage on the existing Revolving Loans shall be increased such that the Applicable Percentage on the existing Revolving Loans is equal to the interest rate margin on such Revolver Increase, and (viii) the Administrative Agent shall have received from the Borrower updated financial projections for the remainder of the projection term set forth in Section 3.1(e) and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to all any such increases the Revolving Commitment Amount shall not exceed $95,000,000) upon at least 30 days (but not more than 45 days) written notice (“Revolver Increase Notice”) to on a Pro Forma Basis, the Agent (which notice Agent shall promptly deliver to Borrower will be in compliance with the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when financial covenants set forth in Section 5.9 and no Default or Event of Default has occurred and is continuing (and the effectiveness of the Revolver Increase shall be subject exist. No existing Lender shall have any obligation to no Default provide all or Event of Default existing of the time any portion of the Revolver Increase) and (c) certify that . The Administrative Agent is authorized to enter into, on behalf of the Revolver Increase will not violate Lenders, any amendment to this Credit Agreement or conflict with any other Credit Document as may be necessary to incorporate the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit Party. Borrower shall, after giving a new Revolver Increase Notice, offer the Revolver Increase (i) first on a pro-rata basis to the Lenders, which each Lender may in its sole and absolute discretion accept or decline (it being understood that any Lender not affirmatively committing in writing to its pro-rata portion shall be deemed to have declined), (ii) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non pro-rata basis to the Lenders accepting their pro rata share of the Revolver Increase and (iii) third, to other commercial banks or financial institutions. No increase in the Revolving Commitment Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make a Revolving Loan such that the outstanding Revolving Loans of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Revolving Loans and Letter of Credit Obligations based on the Revolver Commitment of such new Lender. Any Revolving Loan as a result of an increase to the Revolver Commitment pursuant to this Section 2.2.3 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolving Commitment Amount pursuant to this Section 2.2.3, Schedule 10.1 shall be deemed amended and replaced with a new Schedule 10.1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, in the event that Borrower elects to permanently reduce or terminate the Revolving Commitment Amount pursuant to Section 2.3.1, the Revolver Increase, to the extent not already utilized by the Borrower, shall be terminated and cease to be available to the Borrower. Unless otherwise agreed to by the Borrower, Agent and Lenders providing any Revolver Increase, no closing fees or other transaction costs (other than those expressly called for under this Agreement) shall be required by the Lender in connection with a Revolver Increasetherein.
Appears in 2 contracts
Samples: Credit Agreement (Orthofix International N V), Credit Agreement (Orthofix International N V)
Revolver Increase. On and after the Closing Date, Borrower (a) Company may, at its option at any time and from time to time in increments of not less than $5,000,00025,000,000, seek to increase the Total Multicurrency Revolving Commitment (the “Revolver Increase”) the Revolving Commitment Amount by up to an aggregate of $45,000,000 100,000,000 (after giving effect to all such increases the Total Multicurrency Revolving Commitment Amount shall not exceed the Dollar Equivalent of $95,000,000450,000,000) upon at least 30 days (but not more than 45 days) written notice (“Revolver Increase Notice”) to the Administrative Agent (which notice Administrative Agent shall promptly deliver to the Lenders)) of the Borrowers’ intent to incur from one or more existing Lenders and/or other Persons that are Eligible Assignees the additional Multicurrency Revolving Commitments. The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing (and the effectiveness of the Revolver Increase shall be subject to no Unmatured Event of Default or Event of Default existing of the time of the Revolver Increase) and (c) certify that the Revolver Increase will not violate or conflict with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of the Borrowers or any Credit Partyof their Subsidiaries. Borrower shallFor purposes of clarification, after giving no Lender shall be obligated to increase its Multicurrency Revolving Commitment pursuant to this Section 2.9. Administrative Agent, upon receipt of a Revolver Increase Notice, Notice will offer the Revolver Increase (i) first on to each existing Lender and any Eligible Assignees; provided, however, that the minimum final allocated Multicurrency Revolving Commitment of each Eligible Assignee that is not a pro-rata basis to the Lenders, which each Lender may in its sole and absolute discretion accept or decline (it being understood that any Lender not affirmatively committing in writing to its pro-rata portion shall be deemed equal to have declined), (ii) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non pro-rata basis to the Lenders accepting their pro rata share in excess of the Revolver Increase and (iii) third, to other commercial banks or financial institutions$5,000,000. No increase in the Total Multicurrency Revolving Commitment Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Administrative Agent a writing in form reasonably satisfactory to the Administrative Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Multicurrency Revolving Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make a Revolving Loan such that the outstanding Revolving Loans outstandings of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Revolving Loans and Letter of Credit Obligations based on the Revolver Multicurrency Revolving Commitment of such new Lender. Any Revolving Loan as a result of an increase to the Revolver Multicurrency Revolving Commitment pursuant to this Section 2.2.3 2.9 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Total Multicurrency Revolving Commitment Amount pursuant to this Section 2.2.32.9, Schedule 10.1 1.1(a) shall be deemed amended and replaced with a new Schedule 10.1 1.1(a) reflecting the new Revolver Multicurrency Revolving Commitments hereunder. Notwithstanding the foregoing, in the event that Borrower elects to permanently reduce or terminate the Revolving Commitment Amount pursuant to Section 2.3.1, the Revolver Increase, to the extent not already utilized by the Borrower, shall be terminated and cease to be available to the Borrower. Unless otherwise agreed to by the Borrower, Agent and Lenders providing any Revolver Increase, no closing fees or other transaction costs (other than those expressly called for under this Agreement) shall be required by the Lender in connection with a Revolver Increase.
Appears in 1 contract
Samples: Credit Agreement (Greif Inc)
Revolver Increase. On and after the Closing Fifth Amended and Restated Effective Date, Borrower may, at its option at any time in increments of not less than $5,000,000, seek to increase (the “"Revolver Increase”") the Revolving Commitment Amount by up to an aggregate of $45,000,000 20,000,000 (after giving effect to all such increases the Revolving Commitment Amount shall not exceed $95,000,000100,000,000) upon at least 30 days (but not more than 45 days) written notice (“Revolver Increase Notice”) to the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when no Default or Event of Default has occurred and is continuing (and the effectiveness of the Revolver Increase shall be subject to no Default or Event of Default existing of the time of the Revolver Increase) and (c) certify that the Revolver Increase will not violate or conflict with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit Party. Borrower shall, after giving a Revolver Increase Notice, offer the Revolver Increase (i) first on a pro-rata basis to the Lenders, which each Lender may in its sole and absolute discretion accept or decline (it being understood that any Lender not affirmatively committing in writing to its pro-rata portion shall be deemed to have declined), (ii) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non pro-rata basis to the Lenders accepting their pro rata share of the Revolver Increase and (iii) third, to other commercial banks or financial institutions. No increase in the Revolving Commitment Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make a Revolving Loan such that the outstanding Revolving Loans of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Revolving Loans and Letter of Credit Obligations based on the Revolver Commitment of such new Lender. Any Revolving Loan as a result of an increase to the Revolver Commitment pursuant to this Section 2.2.3 2.1.3 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolving Commitment Amount pursuant to this Section 2.2.32.1.3, Schedule 10.1 shall be deemed amended and replaced with a new Schedule 10.1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, in the event that Borrower elects to permanently reduce or terminate the Revolving Commitment Amount pursuant to Section 2.3.12.2.1, the Revolver Increase, to the extent not already utilized by the Borrower, shall be terminated and cease to be available to the Borrower. Unless otherwise agreed to by the Borrower, Agent and Lenders providing any Revolver Increase, no closing fees or other transaction costs (other than those expressly called for under this Agreement) shall be required by the Lender in connection with a Revolver Increase.
Appears in 1 contract
Samples: Credit Agreement (Novamed Inc)
Revolver Increase. On Subject to the terms and after conditions set forth herein, the Closing DateBorrower shall have the right, Borrower may, at its option at any time and from time to time prior to the Maturity Date, to incur additional Indebtedness under this Credit Agreement in increments the form of not less than $5,000,000, seek an increase to increase the Revolving Committed Amount (the each a “Revolver Increase”) by an aggregate amount of up to (a) FIFTY MILLION DOLLARS ($50,000,000) less (b) the sum of (i) the aggregate amount of any prior Incremental Term Facility established pursuant to Section 2.2(e) plus (ii) the aggregate amount of any prior Revolver Increases established pursuant to this Section 2.1(f). The following terms and conditions shall apply to each Revolver Increase: (i) the loans made under any such Revolver Increase (each an “Additional Revolving Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the proceeds of any Additional Revolving Loan will be used for the purposes set forth in Section 3.11, (iii) the Borrower shall execute a Revolving Note in favor of any new Lender or any existing Lender requesting a Revolving Note whose Revolving Commitment Amount is created or increased, (iv) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (v) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by up the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to an aggregate the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent, (vi) any such Revolver Increase shall be in a minimum principal amount of $45,000,000 15,000,000 or, if less, the maximum remaining amount permitted pursuant to this Section 2.1(f), (vii) the interest rate margin applicable to such Revolver Increase (taking into account upfront fees payable to the Lenders making such Revolver Increase or any original issue discount thereon, in each case in excess of fees or original issue discount paid on the Closing Date) may be higher than the then-current interest rate margin on the existing Revolving Loans, but by no more than 0.25%, and if the Revolver Increase includes an interest rate floor and the addition of such floor to the LIBOR Rate or the Alternate Base Rate would cause an increase in the interest rate then in effect under the existing Revolving Loans, such floor shall be added to the LIBOR Rate or the Alternate Base Rate (it being understood that the existing Revolving Loan pricing will be increased and/or additional fees will be paid to existing Revolving Lenders to the extent necessary to satisfy such requirement) and (viii) the Administrative Agent shall have received from the Borrower updated financial projections for the remainder of the projection term set forth in Section 3.1(e) and an officer’s certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to all any such increases the Revolving Commitment Amount shall not exceed $95,000,000) upon at least 30 days (but not more than 45 days) written notice (“Revolver Increase Notice”) to on a Pro Forma Basis, the Agent (which notice Agent shall promptly deliver to Borrower will be in compliance with the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when financial covenants set forth in Section 5.9 and no Default or Event of Default has occurred and is continuing (and the effectiveness of the Revolver Increase shall be subject exist. No existing Lender shall have any obligation to no Default provide all or Event of Default existing of the time any portion of the Revolver Increase) and (c) certify that . The Administrative Agent is authorized to enter into, on behalf of the Revolver Increase will not violate Lenders, any amendment to this Credit Agreement or conflict with any other Credit Document as may be necessary to incorporate the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit Party. Borrower shall, after giving a new Revolver Increase Notice, offer the Revolver Increase (i) first on a pro-rata basis to the Lenders, which each Lender may in its sole and absolute discretion accept or decline (it being understood that any Lender not affirmatively committing in writing to its pro-rata portion shall be deemed to have declined), (ii) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non pro-rata basis to the Lenders accepting their pro rata share of the Revolver Increase and (iii) third, to other commercial banks or financial institutions. No increase in the Revolving Commitment Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make a Revolving Loan such that the outstanding Revolving Loans of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Revolving Loans and Letter of Credit Obligations based on the Revolver Commitment of such new Lender. Any Revolving Loan as a result of an increase to the Revolver Commitment pursuant to this Section 2.2.3 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolving Commitment Amount pursuant to this Section 2.2.3, Schedule 10.1 shall be deemed amended and replaced with a new Schedule 10.1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, in the event that Borrower elects to permanently reduce or terminate the Revolving Commitment Amount pursuant to Section 2.3.1, the Revolver Increase, to the extent not already utilized by the Borrower, shall be terminated and cease to be available to the Borrower. Unless otherwise agreed to by the Borrower, Agent and Lenders providing any Revolver Increase, no closing fees or other transaction costs (other than those expressly called for under this Agreement) shall be required by the Lender in connection with a Revolver Increasetherein.
Appears in 1 contract
Revolver Increase. On and after the Closing Sixth Amended and Restated Effective Date, Borrower may, at its option at any time in increments of not less than $5,000,000, seek to increase (the “"Revolver Increase”") the Revolving Commitment Amount by up to an aggregate of $45,000,000 25,000,000 (after giving effect to all such increases the Revolving Commitment Amount shall not exceed $95,000,000150,000,000) upon at least 30 days (but not more than 45 days) written notice (“Revolver Increase Notice”) to the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when no Default or Event of Default has occurred and is continuing (and the effectiveness of the Revolver Increase shall be subject to no Default or Event of Default existing of the time of the Revolver Increase) and (c) certify that the Revolver Increase will not violate or conflict with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit Party. Borrower shall, after giving a Revolver Increase Notice, offer the Revolver Increase (i) first on a pro-rata basis to the Lenders, which each Lender may in its sole and absolute discretion accept or decline (it being understood that any Lender not affirmatively committing in writing to its pro-rata portion shall be deemed to have declined), (ii) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non pro-rata basis to the Lenders accepting their pro rata share of the Revolver Increase and (iii) third, to other commercial banks or financial institutions. No increase in the Revolving Commitment Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make a Revolving Loan such that the outstanding Revolving Loans of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Revolving Loans and Letter of Credit Obligations based on the Revolver Commitment of such new Lender. Any Revolving Loan as a result of an increase to the Revolver Commitment pursuant to this Section 2.2.3 2.1.3 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolving Commitment Amount pursuant to this Section 2.2.32.1.3, Schedule 10.1 shall be deemed amended and replaced with a new Schedule 10.1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, in the event that Borrower elects to permanently reduce or terminate the Revolving Commitment Amount pursuant to Section 2.3.12.2.1, the Revolver Increase, to the extent not already utilized by the Borrower, shall be terminated and cease to be available to the Borrower. Unless otherwise agreed to by the Borrower, Agent and Lenders providing any Revolver Increase, no closing fees or other transaction costs (other than those expressly called for under this Agreement) shall be required by the Lender in connection with a Revolver Increase.
Appears in 1 contract
Samples: Credit Agreement (Novamed Inc)
Revolver Increase. On and after the Closing Date, Borrower may, at its shall have the option at any time to increase in minimum increments of not less than $5,000,000, seek to increase 2,500,000 (the “Revolver Increase”) the Revolving Commitment Maximum Revolver Amount by up to an aggregate of $45,000,000 5,000,000 (after giving effect to all such increases which the Revolving Commitment Maximum Revolver Amount shall not exceed $95,000,00025,000,000 less the aggregate amount of reductions to the Revolver Commitments effected on or prior to the date of the Revolver Increase) (and Borrower shall be permitted to make such reductions from time to time and the “Maximum Revolver Amount” shall be correspondingly reduced, so long as immediately after giving effect to any such reduction the total amount of Advances does not exceed either (i) the Maximum Revolver Amount less the Letter of Credit Usage or (ii) the Borrowing Base less the Letter of Credit Usage)) upon at least 30 days (but not more than 45 days) advance written notice (“Revolver Increase Notice”) from Borrower to the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when no Default or Event of Default has occurred and is continuing (and the effectiveness of the Revolver Increase shall be subject to no Default or Event of Default existing of the time of the Revolver Increase) and (c) certify that the Revolver Increase will not violate or conflict with the terms of any Indebtedness or any other material contract, agreement, instrument or obligation of any Credit Party. Borrower shall, after giving a Revolver Increase Notice, offer the Revolver Increase Party (i) first and which notice will be accompanied by an opinion of counsel to Credit Parties on a pro-rata basis terms satisfactory to the Lenders, which each Lender may Agent in its sole and absolute discretion accept or decline (it being understood that any Lender not affirmatively committing in writing to its pro-rata portion shall be deemed to have declinedPermitted Discretion), (ii) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non pro-rata basis to the Lenders accepting their pro rata share of the Revolver Increase and (iii) third, to other commercial banks or financial institutions. No increase in the Revolving Commitment Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make a Revolving Loan such that the outstanding Revolving Loans of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Revolving Loans and Letter of Credit Obligations based on the Revolver Commitment of such new Lender. Any Revolving Loan Advance as a result of an increase to the Revolver Commitment pursuant to this Section 2.2.3 2.2 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolving Revolver Commitment Amount pursuant to this Section 2.2.32.2, Schedule 10.1 C-1 shall be deemed amended and replaced with a new Schedule 10.1 C-1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, in the event that Borrower elects to permanently reduce or terminate the Revolving Commitment Amount pursuant to Section 2.3.1For purposes of clarification, the Revolver IncreaseIncrease is a fully committed credit extension, subject to satisfaction of the extent not already utilized by the Borrower, shall be terminated terms and cease to be available to the Borrower. Unless conditions contained in this Section 2.2 and otherwise agreed to by the Borrower, Agent and Lenders providing any Revolver Increase, no closing fees or other transaction costs (other than those expressly called for under as set forth in this Agreement) shall be required by the Lender in connection with a Revolver Increase.
Appears in 1 contract
Samples: Loan, Guaranty and Security Agreement (Design Within Reach Inc)
Revolver Increase. On and after Borrower may, prior to the fourth anniversary of the Closing Date, Borrower mayby written notice to Agent (whereupon Agent shall promptly deliver a copy to each of the Lenders), at its option request up to three increases (in minimum increments of $5,000,000) to the amount of the Maximum Revolver Amount to increase the Maximum Revolver Amount to an amount not to exceed $100,000,000 at any time (any such increase, a "Revolver Increase"); provided, that no such Revolver Increase shall be made if (i) such Revolver Increase would be prohibited by the terms of the Senior Unsecured Debt Documents, (ii) at the time that such Revolver Increase is to be made (and after giving effect thereto) a Default or Event of Default shall exist, (iii) Agent has not received commitments (satisfactory to Agent) from Lenders (or their Affiliates) or other Persons acceptable to Agent to provide Revolver Commitments which, in increments the aggregate, equal the amount of not the requested Revolver Increase, or (iv) Availability as of the date of the request by Borrower is less than $5,000,000, seek to increase (the “Maximum Revolver Increase”) the Revolving Commitment Amount by up to an aggregate of $45,000,000 (after giving effect to all such increases the Revolving Commitment Amount shall not exceed $95,000,000) upon at least 30 days (but not more than 45 days) written notice (“proposed Revolver Increase Notice”) Increase). Notwithstanding anything to the contrary herein, no Lender shall have any obligation to increase its Revolver Commitment to provide all or any portion of a Revolver Increase. In the event Agent (which notice receives Revolver Commitments in excess of the requested Revolver Increase, Agent shall promptly deliver have the right to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which allocate the Revolver Increase is among such Revolver Commitments as Agent shall elect. The notice from Borrower pursuant to this Section shall set forth the requested to occur, (b) be delivered at a time when no Default or Event of Default has occurred and is continuing (and the effectiveness of the Revolver Increase shall be subject to no Default or Event of Default existing of the time amount of the Revolver Increase) and (c) certify that . If Borrower's request for the Revolver Increase will not violate or conflict with satisfies all of the terms and conditions set forth herein, Agent shall notify Borrower and each Lender of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit Party. Borrower shall, after giving a the date such Revolver Increase Notice, offer is to be made (which date shall be within 15 days of the date each of the foregoing conditions have been satisfied). In connection with the Revolver Increase and as a further condition to providing the Revolver Increase, (iA) first on a pro-rata basis Borrower shall pay to Agent any fees required to be paid pursuant to the Lenders, which each Lender may in its sole and absolute discretion accept or decline (it being understood that any Lender not affirmatively committing in writing to its pro-rata portion shall be deemed to have declined)Fee Letter, (iiB) secondLoan Parties, Agent and Lenders shall execute such amendments, agreements, instruments and documents, if any Lender has declined its pro rata share or any part thereofany, such remaining amounts on a non pro-rata basis as Agent shall reasonably request to the Lenders accepting their pro rata share of evidence the Revolver Increase and (iiiC) third, to other commercial banks or financial institutions. No increase in the Revolving Commitment Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of Person that becomes a Lender hereunder and any such new and increasing Lenders agree shall execute a joinder to make a Revolving Loan such that the outstanding Revolving Loans of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Revolving Loans and Letter of Credit Obligations based on the Revolver Commitment of such new Lender. Any Revolving Loan this Agreement as a result of an increase to the Revolver Commitment pursuant to this Section 2.2.3 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolving Commitment Amount pursuant to this Section 2.2.3, Schedule 10.1 shall be deemed amended and replaced with a new Schedule 10.1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, in the event that Borrower elects to permanently reduce or terminate the Revolving Commitment Amount pursuant to Section 2.3.1, the Revolver Increase, to the extent not already utilized by the Borrower, shall be terminated and cease to be available to the Borrower. Unless otherwise agreed to by the Borrower, Agent and Lenders providing any Revolver Increase, no closing fees or other transaction costs (other than those expressly called for under this Agreement) shall be required by the Lender in connection with a Revolver IncreaseLender.
Appears in 1 contract
Samples: Credit Agreement (MDC Partners Inc)
Revolver Increase. On The Borrower and after CoBank may agree, and from time to time, upon at least 30 days’ prior written notice to the Closing DateAdministrative Agent, that CoBank shall increase the Revolving Loan Commitment available to the Borrower may, at its option at any time in increments of not less than $5,000,000, seek pursuant to increase this Subsection 10 (the “Revolver Increase”). The Revolver Increase, if any, shall be documented by a supplement to the MLA (or restatement thereof) signed by the Borrower and CoBank. Notwithstanding the foregoing: (i) the Revolving Commitment Amount by up to an aggregate principal amount of $45,000,000 (after giving effect to all such increases the Revolving Commitment Amount Revolver Increase shall not exceed $95,000,0006,000,000; (ii) upon at least 30 days CoBank shall not be obligated to participate in such increase, which decision shall be made in the sole discretion of CoBank; (but not more than 45 days) written notice (“Revolver Increase Notice”iii) to the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which extent that any applicable interest rate margins for the Revolver Increase exceed by more than 0.25% the applicable interest rate margins for the Revolving Loan, determined as of the initial funding date for the Revolver Increase, the Applicable Margin for the Revolving Loan shall be increased so that the interest rate margins on the Revolver Increase and the Revolving Loan are equal; (iv) any covenant or Event of Default applicable to the Revolver Increase that is requested more restrictive than the equivalent covenant or Event of Default set forth in this Agreement shall be deemed to occur, be applicable to the Revolving Loans hereunder; (bv) be delivered at a time when no Default or Event of Default has shall have occurred and is be continuing (and the effectiveness of the Revolver Increase shall be subject to no Default or Event of Default existing of the time of the Revolver Increase) and (c) certify that the Revolver Increase will not violate or conflict with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit Party. Borrower shall, result after giving a Revolver Increase Notice, offer the Revolver Increase (i) first on a pro-rata basis effect to the Lenders, which each Lender may in its sole and absolute discretion accept or decline (it being understood that any Lender not affirmatively committing in writing to its pro-rata portion shall be deemed to have declined), (ii) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non pro-rata basis to the Lenders accepting their pro rata share of the Revolver Increase and the borrowings contemplated thereunder, and the Borrower shall be in pro forma compliance with the financial covenants contained in Subsection 8(I) of the MLA; and (iiivi) thirdthe Incremental Term Loan Facility (as defined in the Third Supplement) shall not have been funded. CoBank shall have no obligation, and shall have no right, to other commercial banks or financial institutions. No increase participate in the Revolving Commitment Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make a Revolving Loan such that the outstanding Revolving Loans of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Revolving Loans and Letter of Credit Obligations based on the Revolver Commitment of such new Lender. Any Revolving Loan as a result of an increase to the Revolver Commitment pursuant to this Section 2.2.3 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolving Commitment Amount pursuant to this Section 2.2.3, Schedule 10.1 shall be deemed amended and replaced with a new Schedule 10.1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, in the event that Borrower elects to permanently reduce or terminate the Revolving Commitment Amount pursuant to Section 2.3.1, the Revolver Increase, . Amended and Restated Second Supplement to the extent not already utilized by the BorrowerAmended and Restated Master Loan Agreement/New Ulm Telecom, shall be terminated and cease to be available to the BorrowerInc. Loan No. Unless otherwise agreed to by the Borrower, Agent and Lenders providing any Revolver Increase, no closing fees or other transaction costs (other than those expressly called for under this Agreement) shall be required by the Lender in connection with a Revolver Increase.RX0583-T2A
Appears in 1 contract
Revolver Increase. On and after the Closing Date, Borrower Borrowers may, at its option at by written notice by Administrative Borrower to Agent (whereupon Agent shall promptly deliver a copy to each of the Lenders), request that the amount of the Maximum Revolver Amount be increased by an amount of up to $20,000,000 (any time in increments of not less than $5,000,000such increase, seek to increase (the a “Revolver Increase”); provided, that no such Revolver Increase shall be made if (i) at the Revolving Commitment Amount by up time that such Revolver Increase is to an aggregate of $45,000,000 be made (and after giving effect to all such increases the Revolving Commitment Amount shall not exceed $95,000,000thereto) upon at least 30 days (but not more than 45 days) written notice (“Revolver Increase Notice”) to the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when no Default or Event of Default shall exist or would occur as a result of such Revolver Increase, (ii) Agent has occurred and is continuing not consented to such Revolver Increase, or (and iii) Agent has not received additional Revolver Commitments (reasonably satisfactory to Agent) from Lenders (or their Affiliates) or other Persons acceptable to Agent to provide the effectiveness of the requested Revolver Increase. Any such Revolver Increase shall be subject in a minimum amount of $5,000,000 and the aggregate amount of all Revolver Increases shall not exceed $20,000,000. Notwithstanding anything to the contrary herein, no Default Lender shall have any obligation to increase its Revolver Commitment to provide all or Event any portion of Default existing a Revolver Increase. The notice from Administrative Borrower pursuant to this Section shall set forth the requested amount of such Revolver Increase. If Borrowers’ request for the Revolver Increase satisfies all of the time terms and conditions set forth herein, Agent shall notify Administrative Borrower and each Lender of the date such Revolver Increase is to be made, which date shall be on or after delivery to Agent of each of the following documents: (1) a joinder agreement signed by a duly authorized representative of any Person that becomes a Lender, (2) an officers’ certificate of Administrative Borrower, in form and substance reasonably acceptable to Agent, confirming compliance with all conditions precedent set forth herein; (3) an amendment to this Agreement, as appropriate, and the other Loan Documents, to effectuate the terms of this Section and the Revolver Increase) , executed by Borrowers, each Lender, and Agent; and (c4) certify that the Revolver Increase will not violate or conflict with the terms of any Indebtedness or any other contractcustomary documents (including opinions of counsel) reasonably requested by Agent, agreement, instrument or obligation of any Credit Party. Borrower shall, after giving a Revolver Increase Notice, offer the Revolver Increase (i) first on a pro-rata basis in each case all in form and substance reasonably acceptable to the Lenders, which each Lender may in its sole and absolute discretion accept or decline Agent (it being understood that and agreed that, notwithstanding Section 14.1, any Lender not affirmatively committing in writing to its pro-rata portion such amendments and supplements shall be deemed to have declinedeffective without further consent of any Lender), (ii) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non pro-rata basis to the Lenders accepting their pro rata share of the Revolver Increase and (iii) third, to other commercial banks or financial institutions. No increase in the Revolving Commitment Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make a Revolving Loan such that the outstanding Revolving Loans of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Revolving Loans and Letter of Credit Obligations based on the Revolver Commitment of such new Lender. Any Revolving Loan as a result of an increase to the Revolver Commitment pursuant to this Section 2.2.3 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolving Commitment Amount pursuant to this Section 2.2.3, Schedule 10.1 shall be deemed amended and replaced with a new Schedule 10.1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, in the event that Borrower elects to permanently reduce or terminate the Revolving Commitment Amount pursuant to Section 2.3.1, the Revolver Increase, to the extent not already utilized by the Borrower, shall be terminated and cease to be available to the Borrower. Unless otherwise agreed to by the Borrower, Agent and Lenders providing any Revolver Increase, no closing fees or other transaction costs (other than those expressly called for under this Agreement) shall be required by the Lender in connection with a Revolver Increase.
Appears in 1 contract
Revolver Increase. On and after the Closing Fifth Amendment Effective Date and until (but not including) the Maturity Date, Borrower mayBorrower, at its option at any time in increments of (but not less more than $5,000,000once per quarter), seek has the right to increase (the “Revolver Increase”) the Revolving Commitment Maximum Revolver Amount by up to an aggregate $20,000,000 in minimum increments of $45,000,000 5,000,000 (after giving effect to all such increases which the Revolving Commitment Maximum Revolver Amount shall not exceed $95,000,00080,000,000 less the aggregate amount of reductions to the Revolver Commitments effected after the Fifth Amendment Effective Date but on or prior to the date of the Revolver Increase) upon at least 30 days (but not more than 45 days) 5 Business Days written notice (“Revolver Increase Notice”) to the Agent (which notice Agent shall promptly deliver to the Lenders); provided during any Seasonal Borrowing Period in which the Maximum Revolver Amount has been increased pursuant to the proviso in the definition thereof, the amounts in this Section 2.2 shall be deemed unavailable for increase unless Borrower shall elect to make such Seasonal Borrowing Period increase permanent under this Section 2.2. The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when no Default or Event of Default has occurred and is continuing (and the effectiveness of the Revolver Increase shall be subject to no Default or Event of Default existing as of the time of the Revolver Increase) ), and (c) certify that the Revolver Increase will not violate or conflict with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit Party. Borrower shall, after giving a Revolver Increase Notice, offer the Revolver Increase (i) first on a pro-rata basis to the Lenders, which each Each Lender may in its sole and absolute discretion accept or decline (it being understood that any Lender not affirmatively committing in writing to its pro-rata portion shall be deemed obligated to have declined), (ii) second, if any Lender has declined provide its pro rata share or any part thereof, such remaining amounts on a non pro-rata basis to the Lenders accepting their pro rata share of the requested Revolver Increase and (iii) third, to other commercial banks or financial institutions. No increase in the Revolving amount of such Lender’s Revolver Increase Commitment and the Maximum Revolver Amount shall become effective until all existing and new Lenders committing be automatically increased to reflect such Revolver Increase. Pricing for the Revolver Increase, including upfront fees, shall be identical to the Revolver Increase have delivered Commitment then in effect (upfront fees shall be proportional to those upfront fees paid to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make a Revolving Loan such that the outstanding Revolving Loans of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Revolving Loans and Letter of Credit Obligations based on the Revolver Commitment of such new LenderFifth Amendment Effective Date). Any Revolving Loan Advance as a result of an increase to the Revolver Commitment pursuant to this Section 2.2.3 2.2 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolving Revolver Commitment Amount pursuant to this Section 2.2.32.2, Schedule 10.1 C-1 shall be deemed amended and replaced with a new Schedule 10.1 C-1 to be delivered by Agent to the Lenders and reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, in the event that Borrower elects to permanently reduce or terminate the Revolving Commitment Amount pursuant to Section 2.3.1, the Revolver Increase, to the extent not already utilized by the Borrower, shall be terminated and cease to be available to the Borrower. Unless otherwise agreed to by the Borrower, Agent and Lenders providing any Revolver Increase, no closing fees or other transaction costs (other than those expressly called for under this Agreement) shall be required by the Lender in connection with a Revolver Increase.”
Appears in 1 contract
Samples: Loan, Guaranty and Security Agreement (Gordmans Stores, Inc.)
Revolver Increase. On and after the Closing Date, Borrower may, at its option at any time in increments of not less than $5,000,000, seek to increase (the “"Revolver Increase”") the Revolving Commitment Amount by up to an aggregate of $45,000,000 (after giving effect to all such increases the Revolving Commitment Amount shall not exceed $95,000,000) upon at least 30 days (but not more than 45 days) written notice (“Revolver Increase Notice”) to the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when no Default or Event of Default has occurred and is continuing (and the effectiveness of the Revolver Increase shall be subject to no Default or Event of Default existing of the time of the Revolver Increase) and (c) certify that the Revolver Increase will not violate or conflict with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit Party. Borrower shall, after giving a Revolver Increase Notice, offer the Revolver Increase (i) first on a pro-rata basis to the Lenders, which each Lender may in its sole and absolute discretion accept or decline (it being understood that any Lender not affirmatively committing in writing to its pro-rata portion shall be deemed to have declined), (ii) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non pro-rata basis to the Lenders accepting their pro rata share of the Revolver Increase and (iii) third, to other commercial banks or financial institutions. No increase in the Revolving Commitment Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make a Revolving Loan such that the outstanding Revolving Loans of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Revolving Loans and Letter of Credit Obligations based on the Revolver Commitment of such new Lender. Any Revolving Loan as a result of an increase to the Revolver Commitment pursuant to this Section 2.2.3 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolving Commitment Amount pursuant to this Section 2.2.3, Schedule 10.1 shall be deemed amended and replaced with a new Schedule 10.1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, in the event that Borrower elects to permanently reduce or terminate the Revolving Commitment Amount pursuant to Section 2.3.1, the Revolver Increase, to the extent not already utilized by the Borrower, shall be terminated and cease to be available to the Borrower. Unless otherwise agreed to by the Borrower, Agent and Lenders providing any Revolver Increase, no closing fees or other transaction costs (other than those expressly called for under this Agreement) shall be required by the Lender in connection with a Revolver Increase.
Appears in 1 contract
Samples: Credit Agreement (Novamed Inc)
Revolver Increase. On and after the Closing Date, Borrower may, at its option at any time in increments of not less than $5,000,000, seek to increase (the “Revolver Increase”) the Revolving Commitment Amount by up to an aggregate of $45,000,000 (after giving effect to all such increases the Revolving Commitment Amount shall not exceed $95,000,000) upon at least 30 days (but not more than 45 days) written notice (“Revolver Increase Notice”) to the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when So long as no Default or Event of Default has occurred and is continuing continuing, the Borrowers may request that the Commitments be increased by up to $50,000,000 in the aggregate and, upon such request, the Borrowers may propose, and the Agent will use its commercially reasonable efforts to solicit, additional financial institutions to become Lenders for purposes of this Agreement or any existing Lender to increase its Commitment; provided, that (i) each Lender which is a party to this Agreement prior to such increase shall have the first option to participate in any such Commitment increase based on its Pro Rata Share of the amount of the increase in the Commitments (or any such greater amount in the event that one or more Lenders does not elect to fund its respective Pro Rata Share of the amount of the increase in the Commitments), thereby increasing its Commitment hereunder, but no Lender shall have the obligation to do so; (ii) in the event that it becomes necessary to include a new financial institution to fund all or any portion the amount of the increase in the Commitments, each such financial institution shall be an Eligible Assignee and reasonably acceptable to the Agent and the Borrowers, and each such financial institution shall become a Lender hereunder and agree to become party to, and shall assume and agree to be bound by, this Agreement, subject to all terms and conditions hereof; (iii) no Lender shall have an obligation to the Borrowers, the Agent or any other Lender to increase its Commitment or its Pro Rata Share of the Commitments, and (iv) in no event shall the addition of any Lender or Lenders or the increase in the Commitment of any Lender under this Section 1.2(j) increase the Commitments (A) in any single instance by less than $10,000,000 or (B) to an aggregate amount greater than $250,000,000. Upon the addition of any Lender, or the increase in the Commitment of any Lender, the Commitments set forth on Schedule 1.1 shall be amended by the Agent to reflect such addition or such increase. Any new financial institution added as a new Lender pursuant to this Section 1.2(j) shall be required to have a Commitment of not less than $5,000,000. In connection with any Commitment increase, the Borrowers shall pay (x) to any new Lender and any Lender increasing its Commitment, all closing fees as may be agreed to by the Borrowers and such Lenders, (y) to the Agent, for its own account, all of the Agent’s reasonable costs and expenses relating thereto, and (z) to the Agent, for its own account, such arrangement fees (at the applicable market rate at such time) as may be agreed to by the Borrowers and the Agent to the extent the Agent arranges any such Commitment increase. If any requested increase in the Commitments is agreed to in accordance with this Section 1.2(j), the Agent and the Borrowers shall determine the effective date of such increase (the “Increase Effective Date”). The Agent, with the consent and approval of the Borrowers, shall promptly confirm in writing to the Lenders the final allocation of such increase and the Increase Effective Date. Each new Lender, and each existing Lender that has increased its Commitment, shall purchase Revolving Loans and participations in outstanding Letters of Credit from each other Lender in an amount such that, after such purchase or purchases, the amount of outstanding Revolving Loans and outstanding Letters of Credit from each Lender shall equal such Lender’s Pro Rata Share of the Commitments, as modified to give effect to such increase, multiplied by the aggregate amount of outstanding Revolving Loans and Letters of Credit from all Lenders. As a condition precedent to the effectiveness of such increase, the Revolver Borrowers shall deliver to the Agent a certificate dated as of the Increase shall be subject Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrowers’ Agent, including a certification that, before and after giving effect to such increase, the representations and warranties contained in Article 6 hereof are true and correct in all material respects on and as of the Increase Effective Date (except to the extent any such representation or warranty is stated to relate solely to an earlier date) and no Default or Event of Default existing of has occurred and is continuing. The Borrowers shall prepay any Revolving Loans which are LIBOR Loans and which are outstanding on the time of the Revolver IncreaseIncrease Effective Date (and pay any and all costs and other required payments in connection with such prepayment pursuant to Section 4.4 hereof) and (c) certify that the Revolver Increase will not violate or conflict with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit Party. Borrower shall, after giving a Revolver Increase Notice, offer the Revolver Increase (i) first on a pro-rata basis to the Lenders, which each Lender may in its sole and absolute discretion accept or decline (it being understood that any Lender not affirmatively committing in writing extent necessary to its pro-rata portion shall be deemed to have declined), (ii) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non pro-rata basis to the Lenders accepting their pro rata share of the Revolver Increase and (iii) third, to other commercial banks or financial institutions. No increase in the Revolving Commitment Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make a Revolving Loan such that keep the outstanding Revolving Loans and Letters of such new Lender or increasing Lender constitute a proportional amount Credit ratable with any revised Pro Rata Shares of the aggregate outstanding Revolving Loans and Letter of Credit Obligations based on the Revolver Commitment of such new Lender. Any Revolving Loan as a result of an Commitments arising from any non-ratable increase to the Revolver Commitment pursuant to this Section 2.2.3 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolving Commitment Amount pursuant to this Section 2.2.3, Schedule 10.1 shall be deemed amended and replaced with a new Schedule 10.1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, in the event that Borrower elects to permanently reduce or terminate the Revolving Commitment Amount pursuant to Section 2.3.1, the Revolver Increase, to the extent not already utilized by the Borrower, shall be terminated and cease to be available to the Borrower. Unless otherwise agreed to by the Borrower, Agent and Lenders providing any Revolver Increase, no closing fees or other transaction costs (other than those expressly called for under this Agreement) shall be required by the Lender in connection with a Revolver IncreaseCommitments.
Appears in 1 contract
Revolver Increase. On and after the Closing Initial Syndication Date and until (but not including) the Maturity Date, Borrower may, at its option at any time in increments of not less than $5,000,000on a single occasion, seek to increase (the “Revolver Increase”) the Revolving Commitment Maximum Revolver Amount by up to an aggregate of $45,000,000 50,000,000 (after giving effect to all such increases which the Revolving Commitment Maximum Revolver Amount shall not exceed $95,000,000400,000,000 less the aggregate amount of reductions to the Revolver Commitments effected on or prior to the date of the Revolver Increase) upon at least 30 days (but not more than 45 days) written notice (“Revolver Increase Notice”) to the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when no Default or Event of Default has occurred and is continuing (and the effectiveness of the Revolver Increase shall be subject to no Default or Event of Default existing of the time of the Revolver Increase) and (c) certify that the Revolver Increase will not violate or conflict with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit PartyParty (and which notice will be accompanied by an opinion of counsel to Credit Parties on terms satisfactory to Agent in its Permitted Discretion to the effect that, among other matters, the Revolver Increase constitutes a “Senior Claim” under and as defined in the Intercreditor Agreement and that there is no conflict with the Credit Parties’ other Indebtedness or any such contract, agreement, instrument or obligation). Borrower shall, after giving a Revolver Increase Notice, offer the Revolver Increase (i) first on a pro-rata basis to the Lenders, which each Lender may in its sole and absolute discretion accept or decline (it being understood that any Lender not affirmatively committing in writing to its pro-rata portion shall be deemed to have declined), (ii) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non pro-rata basis to the Lenders accepting their pro rata share of the Revolver Increase and (iii) third, to other commercial banks Eligible Transferees. Agent agrees to use its reasonable efforts to syndicate any remaining portion of the Revolver Increase to other Eligible Transferees; provided, however, that the minimum final allocated Revolver Commitment of each Eligible Transferee that is not a Lender shall be equal to or financial institutionsin excess of $5,000,000. No increase in the Revolving Commitment Maximum Revolver Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make a Revolving Loan an Advance such that the outstanding Revolving Loans Advances of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Revolving Loans and Letter of Credit Obligations Advances based on the Revolver Commitment of such new Lender. Any Revolving Loan Advance as a result of an increase to the Revolver Commitment pursuant to this Section 2.2.3 2.2 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolving Revolver Commitment Amount pursuant to this Section 2.2.32.2, Schedule 10.1 C-1 shall be deemed amended and replaced with a new Schedule 10.1 C-1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, in the event that Borrower elects to permanently reduce or terminate the Revolving Commitment Amount pursuant to Section 2.3.1, the Revolver Increase, to the extent not already utilized by the Borrower, shall be terminated and cease to be available to the Borrower. Unless otherwise agreed to by the Borrower, Agent and Lenders providing any Revolver Increase, no closing fees or other transaction costs (other than those expressly called for under this Agreement) shall be required by the Lender in connection with a Revolver Increase.
Appears in 1 contract
Samples: Loan and Guaranty Agreement (Payless Shoesource Inc /De/)
Revolver Increase. On and after the Initial Syndication Date and until the second anniversary of the Closing Date, Borrower may, at its option at any time in increments of not less than $5,000,000on a single occasion, seek to increase (the “"Revolver Increase”") the Revolving Commitment Maximum Revolver Amount by up to an aggregate of $45,000,000 50,000,000 (after giving effect to all such increases which the Revolving Commitment Maximum Revolver Amount shall not exceed $95,000,000250,000,000 less the aggregate amount of reductions to the Revolver Commitments effected on or prior to the date of the Revolver Increase) upon at least 30 days (but not more than 45 days) written notice (“"Revolver Increase Notice”") to the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when no Default or Event of Default has occurred and is continuing (and the effectiveness of the Revolver Increase shall be subject to no Default or Event of Default existing of the time of the Revolver Increase) and (c) certify that the Revolver Increase will not violate or conflict with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit PartyParty (and which notice will be accompanied by an opinion of counsel to Credit Parties on terms satisfactory to Agent in its Permitted Discretion to the effect that, among other matters, the Revolver Increase constitutes senior debt under all such Indebtedness and that there is no conflict with Credit Parties' other Indebtedness or any such contract, agreement, instrument or obligation). Borrower shall, after giving a Revolver Increase Notice, offer the Revolver Increase (i) first on a pro-rata basis to the Lenders, which each Lender may in its sole and absolute discretion accept or decline (it being understood that any Lender not affirmatively committing in writing to its pro-rata portion shall be deemed to have declined), (ii) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non pro-rata basis to the Lenders accepting their pro rata share of the Revolver Increase and (iii) third, to other commercial banks Eligible Transferees. Agent agrees to use its reasonable efforts to syndicate any remaining portion of the Revolver Increase to other Eligible Transferees; provided, however, that the minimum final allocated Revolver Commitment of each Eligible Transferee that is not a Lender shall be equal to or financial institutionsin excess of $5,000,000. No increase in the Revolving Commitment Maximum Revolver Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make a Revolving Loan an Advance such that the outstanding Revolving Loans outstandings of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Revolving Loans and Letter of Credit Obligations Advances based on the Revolver Commitment of such new Lender. Any Revolving Loan Advance as a result of an increase to the Revolver Commitment pursuant to this Section 2.2.3 2.2 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolving Revolver Commitment Amount pursuant to this Section 2.2.32.2, Schedule 10.1 C-1 shall be deemed amended and replaced with a new Schedule 10.1 C-1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, in the event that Borrower elects to permanently reduce or terminate the Revolving Commitment Amount pursuant to Section 2.3.1, the Revolver Increase, to the extent not already utilized by the Borrower, shall be terminated and cease to be available to the Borrower. Unless otherwise agreed to by the Borrower, Agent and Lenders providing any Revolver Increase, no closing fees or other transaction costs (other than those expressly called for under this Agreement) shall be required by the Lender in connection with a Revolver Increase.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Payless Shoesource Inc /De/)
Revolver Increase. On and after the Closing Fifth Amended and Restated Effective Date, Borrower may, at its option at any time in increments of not less than $5,000,000, seek to increase (the “Revolver Increase”) the Revolving Commitment Amount by up to an aggregate of $45,000,000 20,000,000 (after giving effect to all such increases the Revolving Commitment Amount shall not exceed $95,000,000100,000,000) upon at least 30 days (but not more than 45 days) written notice (“Revolver Increase Notice”) to the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when no Default or Event of Default has occurred and is continuing (and the effectiveness of the Revolver Increase shall be subject to no Default or Event of Default existing of the time of the Revolver Increase) and (c) certify that the Revolver Increase will not violate or conflict with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit Party. Borrower shall, after giving a Revolver Increase Notice, offer the Revolver Increase (i) first on a pro-rata basis to the Lenders, which each Lender may in its sole and absolute discretion accept or decline (it being understood that any Lender not affirmatively committing in writing to its pro-rata portion shall be deemed to have declined), (ii) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non pro-rata basis to the Lenders accepting their pro rata share of the Revolver Increase and (iii) third, to other commercial banks or financial institutions. No increase in the Revolving Commitment Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make a Revolving Loan such that the outstanding Revolving Loans of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Revolving Loans and Letter of Credit Obligations based on the Revolver Commitment of such new Lender. Any Revolving Loan as a result of an increase to the Revolver Commitment pursuant to this Section 2.2.3 2.1.3 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolving Commitment Amount pursuant to this Section 2.2.32.1.3, Schedule 10.1 shall be deemed amended and replaced with a new Schedule 10.1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, in the event that Borrower elects to permanently reduce or terminate the Revolving Commitment Amount pursuant to Section 2.3.12.2.1, the Revolver Increase, to the extent not already utilized by the Borrower, shall be terminated and cease to be available to the Borrower. Unless otherwise agreed to by the Borrower, Agent and Lenders providing any Revolver Increase, no closing fees or other transaction costs (other than those expressly called for under this Agreement) shall be required by the Lender in connection with a Revolver Increase.
Appears in 1 contract
Samples: Pledge Agreement (Novamed Inc)
Revolver Increase. On and after the Closing Date, Borrower may, at its option at any time in increments of not less than $5,000,000, seek to increase (the “Revolver Increase”) the Revolving Commitment Amount by up to an aggregate of $45,000,000 (after giving effect to all such increases the Revolving Commitment Amount shall not exceed $95,000,000) upon at least 30 days (but not more than 45 days) written notice (“Revolver Increase Notice”) to the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when So long as no Default or Event of Default has occurred and is continuing continuing, the Borrowers may request that the Commitments be increased by up to $100,000,000 in the aggregate and, upon such request, the Borrowers may propose, and the Agent will use its commercially reasonable efforts to solicit, additional financial institutions to become Lenders for purposes of this Agreement or any existing Lender to increase its Commitment; provided, that (i) each Lender which is a party to this Agreement prior to such increase shall have the first option to participate in any such Commitment increase based on its Pro Rata Share of the amount of the increase in the Commitments (or any such greater amount in the event that one or more Lenders does not elect to fund its respective Pro Rata Share of the amount of the increase in the Commitments), thereby increasing its Commitment hereunder, but no Lender shall have the obligation to do so; (ii) in the event that it becomes necessary to include a new financial institution to fund all or any portion of the amount of the increase in the Commitments, each such financial institution shall be an Eligible Assignee and be reasonably acceptable to the Agent and the Borrowers, and each such financial institution shall become a Lender hereunder and agree to become party to, and shall assume and agree to be bound by, this Agreement, subject to all terms and conditions hereof; (iii) no Lender shall have an obligation to the Borrowers, the Agent or any other Lender to increase its Commitment or its Pro Rata Share of the Commitments, and (iv) in no event shall the addition of any Lender or Lenders or the increase in the Commitment of any Lender under this Section 1.2(j) increase the Commitments (A) in any single instance by less than $5,000,000 or (B) to an aggregate amount greater than $400,000,000. Upon the addition of any Lender, or the increase in the Commitment of any Lender, the Commitments set forth on Schedule 1.1 shall be amended by the Agent to reflect such addition or such increase. Any new financial institution added as a new Lender pursuant to this Section 1.2(j) shall be required to have a Commitment of not less than $10,000,000. In connection with any Commitment increase, the Borrowers shall pay (x) to any new Lender and any Lender increasing its Commitment, all closing fees as may be agreed to by the Borrowers and such Lenders and (y) to the Agent, for its own account, all of the Agent’s reasonable costs and expenses relating thereto. If any requested increase in the Commitments is agreed to in accordance with this Section 1.2(j), the Agent and the Borrowers shall determine the effective date of such increase (the “Increase Effective Date”). The Agent, with the consent and approval of the Borrowers, shall promptly confirm in writing to the Lenders the final allocation of such increase and the Increase Effective Date. Each new Lender, and each existing Lender that has increased its Commitment, shall purchase Revolving Loans and participations in outstanding Letters of Credit from each other Lender in an amount such that, after such purchase or purchases, the amount of outstanding Revolving Loans and outstanding Letters of Credit from each Lender shall equal such Lender’s Pro Rata Share of the Commitments, as modified to give effect to such increase, multiplied by the aggregate amount of outstanding Revolving Loans and Letters of Credit from all Lenders. As a condition precedent to the effectiveness of such increase, the Revolver Borrowers shall deliver to the Agent a certificate dated as of the Increase shall be subject Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrowers’ Agent, including a certification that, before and after giving effect to such increase, the representations and warranties contained in Article 7 hereof are true and correct in all material respects on and as of the Increase Effective Date (except to the extent any such representation or warranty is stated to relate solely to an earlier date) and no Default or Event of Default existing of has occurred and is continuing. The Borrowers shall prepay any Revolving Loans which are LIBOR Loans and which are outstanding on the time of the Revolver IncreaseIncrease Effective Date (and pay any and all costs and other required payments in connection with such prepayment pursuant to Section 4.4 hereof) and (c) certify that the Revolver Increase will not violate or conflict with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit Party. Borrower shall, after giving a Revolver Increase Notice, offer the Revolver Increase (i) first on a pro-rata basis to the Lenders, which each Lender may in its sole and absolute discretion accept or decline (it being understood that any Lender not affirmatively committing in writing extent necessary to its pro-rata portion shall be deemed to have declined), (ii) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non pro-rata basis to the Lenders accepting their pro rata share of the Revolver Increase and (iii) third, to other commercial banks or financial institutions. No increase in the Revolving Commitment Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make a Revolving Loan such that keep the outstanding Revolving Loans and Letters of such new Lender or increasing Lender constitute a proportional amount Credit ratable with any revised Pro Rata Shares of the aggregate outstanding Revolving Loans and Letter of Credit Obligations based on the Revolver Commitment of such new Lender. Any Revolving Loan as a result of an Commitments arising from any non-ratable increase to the Revolver Commitment pursuant to this Section 2.2.3 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolving Commitment Amount pursuant to this Section 2.2.3, Schedule 10.1 shall be deemed amended and replaced with a new Schedule 10.1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, in the event that Borrower elects to permanently reduce or terminate the Revolving Commitment Amount pursuant to Section 2.3.1, the Revolver Increase, to the extent not already utilized by the Borrower, shall be terminated and cease to be available to the Borrower. Unless otherwise agreed to by the Borrower, Agent and Lenders providing any Revolver Increase, no closing fees or other transaction costs (other than those expressly called for under this Agreement) shall be required by the Lender in connection with a Revolver IncreaseCommitments.
Appears in 1 contract
Samples: Credit and Security Agreement (PSS World Medical Inc)
Revolver Increase. On and after the Closing Sixth Amended and Restated Effective Date, Borrower may, at its option at any time in increments of not less than $5,000,000, seek to increase (the “Revolver Increase”) the Revolving Commitment Amount by up to an aggregate of $45,000,000 25,000,000 (after giving effect to all such increases the Revolving Commitment Amount shall not exceed $95,000,000150,000,000) upon at least 30 days (but not more than 45 days) written notice (“Revolver Increase Notice”) to the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when no Default or Event of Default has occurred and is continuing (and the effectiveness of the Revolver Increase shall be subject to no Default or Event of Default existing of the time of the Revolver Increase) and (c) certify that the Revolver Increase will not violate or conflict with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit Party. Borrower shall, after giving a Revolver Increase Notice, offer the Revolver Increase (i) first on a pro-rata basis to the Lenders, which each Lender may in its sole and absolute discretion accept or decline (it being understood that any Lender not affirmatively committing in writing to its pro-rata portion shall be deemed to have declined), (ii) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non pro-rata basis to the Lenders accepting their pro rata share of the Revolver Increase and (iii) third, to other commercial banks or financial institutions. No increase in the Revolving Commitment Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make a Revolving Loan such that the outstanding Revolving Loans of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Revolving Loans and Letter of Credit Obligations based on the Revolver Commitment of such new Lender. Any Revolving Loan as a result of an increase to the Revolver Commitment pursuant to this Section 2.2.3 2.1.3 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolving Commitment Amount pursuant to this Section 2.2.32.1.3, Schedule 10.1 shall be deemed amended and replaced with a new Schedule 10.1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, in the event that Borrower elects to permanently reduce or terminate the Revolving Commitment Amount pursuant to Section 2.3.12.2.1, the Revolver Increase, to the extent not already utilized by the Borrower, shall be terminated and cease to be available to the Borrower. Unless otherwise agreed to by the Borrower, Agent and Lenders providing any Revolver Increase, no closing fees or other transaction costs (other than those expressly called for under this Agreement) shall be required by the Lender in connection with a Revolver Increase.
Appears in 1 contract
Samples: Pledge Agreement (Novamed Inc)
Revolver Increase. On and after the Closing Date and until (but not including) the Maturity Date, Borrower may, at its option at any time in increments of not less than $5,000,000on a single occasion, seek to increase (the “Revolver Increase”) the Revolving Commitment Maximum Revolver Amount by up to an aggregate of $45,000,000 75,000,000 (after giving effect to all such increases which the Revolving Commitment Maximum Revolver Amount shall not exceed $95,000,000375,000,000 less the aggregate amount of reductions to the Revolver Commitments effected on or prior to the date of the Revolver Increase) upon at least 30 days (but not more than 45 days) written notice (“Revolver Increase Notice”) to the Agent (which notice Agent shall promptly deliver to the Lenders). The Revolver Increase Notice shall (a) specify the date upon which the Revolver Increase is requested to occur, (b) be delivered at a time when no Default or Event of Default has occurred and is continuing (and the effectiveness of the Revolver Increase shall be subject to no Default or Event of Default existing of the time of the Revolver Increase) and (c) certify that the Revolver Increase will not violate or conflict with the terms of any Indebtedness or any other contract, agreement, instrument or obligation of any Credit PartyParty (and which notice will be accompanied by an opinion of counsel to Credit Parties on terms satisfactory to Agent in its Permitted Discretion to the effect that, among other matters, the Revolver Increase constitutes a “Senior Claim” under and as defined in the Intercreditor Agreement and that there is no conflict with the Credit Parties’ other Indebtedness or any such contract, agreement, instrument or obligation). Borrower shall, after giving a Revolver Increase Notice, offer the Revolver Increase (i) first on a pro-rata basis to the Lenders, which each Lender may in its sole and absolute discretion accept or decline (it being understood that any Lender not affirmatively committing in writing to its pro-rata portion shall be deemed to have declined), (ii) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non pro-rata basis to the Lenders accepting their pro rata share of the Revolver Increase and (iii) third, to other commercial banks Eligible Transferees. Agent agrees to use its reasonable efforts to syndicate any remaining portion of the Revolver Increase to other Eligible Transferees; provided, however, that the minimum final allocated Revolver Commitment of each Eligible Transferee that is not a Lender shall be equal to or financial institutionsin excess of $5,000,000. No increase in the Revolving Commitment Maximum Revolver Amount shall become effective until all existing and new Lenders committing to the Revolver Increase have delivered to the Agent a writing in form reasonably satisfactory to the Agent pursuant to which such existing Lenders state the amount of their Revolver Increase and any such new Lenders state the amount of their Revolver Commitment and agree to assume and accept the obligations and rights of a Lender hereunder and any such new and increasing Lenders agree to make a Revolving Loan an Advance such that the outstanding Revolving Loans Advances of such new Lender or increasing Lender constitute a proportional amount of the aggregate outstanding Revolving Loans and Letter of Credit Obligations Advances based on the Revolver Commitment of such new Lender. Any Revolving Loan Advance as a result of an increase to the Revolver Commitment pursuant to this Section 2.2.3 2.2 shall be subject to the terms and conditions contained in this Agreement. Upon the increase of the Revolving Revolver Commitment Amount pursuant to this Section 2.2.32.2, Schedule 10.1 C-1 to the Closing Compliance Certificate shall be deemed amended and replaced with a new Schedule 10.1 C-1 reflecting the new Revolver Commitments hereunder. Notwithstanding the foregoing, in the event that Borrower elects to permanently reduce or terminate the Revolving Commitment Amount pursuant to Section 2.3.1, the Revolver Increase, to the extent not already utilized by the Borrower, shall be terminated and cease to be available to the Borrower. Unless otherwise agreed to by the Borrower, Agent and Lenders providing any Revolver Increase, no closing fees or other transaction costs (other than those expressly called for under this Agreement) shall be required by the Lender in connection with a Revolver Increase.
Appears in 1 contract
Samples: Loan and Guaranty Agreement (Collective Brands, Inc.)
