Common use of Revolving Commitment Increase Clause in Contracts

Revolving Commitment Increase. (a) Notwithstanding anything to the contrary in Section 12.1, subject to the terms and conditions set forth herein, the Borrower shall have the right from time to time, to cause an increase in the Revolving Commitments of the Revolving Lenders (a “Revolving Commitment Increase”) by adding to this Agreement one or more additional Eligible Assignees that are not already Revolving Lenders hereunder and that are reasonably satisfactory to the Administrative Agent, each Facing Agent and the Swing Line Lender (each, a “New Revolving Lender”) or by allowing one or more existing Revolving Lenders to increase their respective Revolving Commitments; provided that (i) both before and immediately after giving effect to such Revolving Commitment Increase, no Event of Default or Unmatured Event of Default shall have occurred and be continuing as of the effective date of such Revolving Commitment Increase (such date, the “Revolving Commitment Increase Date”), (ii) no such Revolving Commitment Increase shall be in an amount less than $10,000,000 (unless the aggregate amount of the Revolving Commitments then in effect is greater than $390,000,000), (iii) after giving effect to such Revolving Commitment Increase, the aggregate amount of the Revolving Commitments shall not exceed $600,000,000, (iv) no Revolving Lender’s Revolving Commitment shall be increased without such Revolving Lender’s prior written consent (which consent may be given or withheld in such Revolving Lender’s sole and absolute discretion) and (v) the only Revolving Commitment Increase that may occur on or after the Tenth Amendment Effective Date is a single Revolving Commitment Increase in an aggregate amount not exceeding $200,000,000 on (and subject to the occurrence of) the Eleventh Amendment Effective Date. The foregoing clause (i) and the following Section 2.10(b) and Section 2.10(e) shall not be applicable to the 2014 Revolving Commitment Increase and the only conditions to the 2014 Revolving Commitment Increase shall be those conditions set forth in Section 4 of the Eleventh Amendment.

Appears in 6 contracts

Samples: Credit Agreement, Credit Agreement (Huntsman CORP), Credit Agreement (Huntsman International LLC)

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Revolving Commitment Increase. (a) Notwithstanding anything Upon the satisfaction of the conditions precedent set forth in Section 6 hereof, but immediately after giving effect to the contrary transactions described in Section 12.1, 2(a) hereof and subject to the terms and conditions set forth hereinparagraph (b) of this Section 3, the Borrower Increase shall have become effective. Schedule III hereto sets forth the right from time to time, to cause an increase in the Revolving Commitments portion of the Revolving Lenders (a “Increase of each Revolving Commitment IncreaseIncrease Lender as of the Amendment Effective Date (with respect to each Revolving Commitment Increase Lender, such Revolving Commitment Increase Lender’s “Increase Commitment) by adding to this Agreement one or more additional Eligible Assignees that are not already Revolving Lenders hereunder and that are reasonably satisfactory to the Administrative Agent), each Facing Agent and the Swing Line Lender (each, a “New Revolving Lender”) or by allowing one or more existing Revolving Lenders to increase their respective Revolving Commitments; provided that (i) both before and immediately after giving effect to such this Amendment, the amount of Revolving Commitments of each Revolving Commitment Increase, no Event of Default or Unmatured Event of Default Increase Lender shall have occurred and be continuing as of the effective date of include such Revolving Commitment Increase (such dateLender’s Increase Commitment. Effective as of the Amendment Effective Date, the “each Revolving Commitment Increase Date”)Lender shall be a “Revolving Lender” and a “Lender” under the Credit Agreement and the other Loan Documents, (ii) no such and each Revolving Commitment Increase Lender shall be in an amount less than $10,000,000 (unless have all the aggregate amount rights and obligations of the a “Revolving Commitments then in effect is greater than $390,000,000), (iii) after giving effect to such Lender” and a “Lender” holding a Revolving Commitment Increase, or a Revolving Loan under the aggregate amount of Credit Agreement and the other Loan Documents. Each Revolving Commitments shall not exceed $600,000,000, (iv) no Revolving Commitment Increase Lender’s Revolving Increase Commitment shall be increased without such Revolving Lender’s prior written consent (which consent may be given or withheld in such Revolving Lender’s sole several and absolute discretion) and (v) the only Revolving Commitment Increase that may occur on or after the Tenth Amendment Effective Date is a single Revolving Commitment Increase in an aggregate amount not exceeding $200,000,000 on (and subject to the occurrence of) the Eleventh Amendment Effective Date. The foregoing clause (i) and the following Section 2.10(b) and Section 2.10(e) shall not be applicable to the 2014 Revolving Commitment Increase and the only conditions to the 2014 Revolving Commitment Increase shall be those conditions set forth in Section 4 of the Eleventh Amendmentjoint.

Appears in 4 contracts

Samples: Credit Agreement (Crown Castle International Corp), Credit Agreement (Crown Castle International Corp), Credit Agreement (Crown Castle International Corp)

Revolving Commitment Increase. (a) Notwithstanding anything to the contrary in Section 12.1, subject to the terms and conditions set forth herein, the The Borrower shall have the right may at any time or from time to timetime after the Restatement Effective Date, by notice to cause an increase in the Revolving Commitments Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Revolving Lenders Credit Lenders), request one or more increases in the amount of any Class of Revolving Credit Commitments (each such increase, a “Revolving Commitment Increase”) by adding to this Agreement one or more additional Eligible Assignees that are not already Revolving Lenders hereunder and that are reasonably satisfactory to the Administrative Agent, each Facing Agent and the Swing Line Lender (each, a “New Revolving Lender”) or by allowing one or more existing Revolving Lenders to increase their respective Revolving Commitments); provided that (i) both before and immediately after giving effect upon the effectiveness of any Incremental Amendment referred to such Revolving Commitment Increasebelow, no Event of Default or Unmatured Event of Default shall have occurred and be continuing as of the effective date of such Revolving Commitment Increase (such date, the “Revolving Commitment Increase Date”), (ii) no such exist. Each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 25,000,000 (unless the aggregate provided that such amount of the Revolving Commitments then in effect is greater may be less than $390,000,00025,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence), (iii) after giving effect . Notwithstanding anything to such Revolving Commitment Increasethe contrary herein, the aggregate amount of the Revolving Commitments Commitment Increases shall not exceed $600,000,000350,000,000 (the “Incremental Availability”). Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Revolving Commitment Increases. Revolving Commitment Increases may be provided by any existing Revolving Credit Lender (it being understood that no existing Revolving Credit Lender will have an obligation to provide a portion of any Revolving Commitment Increase), in each case on terms permitted in this Section 2.15 and otherwise on terms reasonably acceptable to the Administrative Agent or by any other bank or other financial institution or institutional lender or investor (ivany such other bank or other financial institution or institutional lender or investor being called an “Additional Revolving Credit Lender”), provided that the Administrative Agent, each Issuer and the Swing Loan Lender shall have consented (in each case, such consent not to be unreasonably withheld) no to such Revolving Credit Lender’s or Additional Revolving Credit Lender’s providing such Revolving Commitment Increases if such consent by the Administrative Agent, the applicable Issuer and the Swing Loan Lender, as the case may be, would be required under Section 12.2(b) for an assignment of Revolving Loans or Revolving Credit Commitments to such Lender or Additional Revolving Credit Lender. Revolving Credit Commitments in respect of Revolving Commitment Increases shall be increased without such become Revolving Lender’s prior written consent Credit Commitments (which consent may be given or withheld in such Revolving Lender’s sole and absolute discretion) and (v) the only case of a Revolving Commitment Increase that may occur on or after to be provided by an existing Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the Tenth Amendment Effective Date is a single other Loan Documents, executed by Holdings, the Borrower, each Revolving Credit Lender agreeing to provide such Revolving Commitment Increase Increase, if any, each Additional Revolving Credit Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in an aggregate amount not exceeding $200,000,000 on (the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the occurrence of) satisfaction on the Eleventh Amendment date thereof (each, an “Incremental Facility Effective Date. The foregoing clause ”) of each of the conditions set forth in Section 4.2 (iit being understood that all references to “the date of such Loan or Issuance” or similar language in such Section 4.2 shall be deemed to refer to the effective date of such Incremental Amendment), compliance with Section 8.5(b) and such other conditions as the following Section 2.10(b) and Section 2.10(e) parties thereto shall not be applicable to the 2014 Revolving Commitment Increase and the only conditions to the 2014 agree. Any Revolving Commitment Increase shall be documented as an increase to the Facility and shall be on terms identical to those conditions set forth applicable to the Facility, except with respect to any commitment, arrangement, upfront or similar fees that may be agreed to among the Borrower and the lenders agreeing to participate in such Revolving Commitment Increase. The Borrower shall use Revolving Commitment Increases for any purpose not prohibited by this Agreement. Upon each increase in the Revolving Credit Commitments pursuant to this Section 4 2.15, (x) each Lender of the Eleventh Amendmentapplicable Class immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase of the applicable Class (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit, (ii) participations hereunder in Swing Loans held by each Lender of the applicable Class and (iii) participations in Protective Advances held by each Lender of the applicable Class (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Lenders of such Class represented by such Lender’s Revolving Credit Commitment and (y) if, on the date of such increase, there are any Revolving Loans of such Class outstanding, such Revolving Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans of such Class made hereunder (reflecting such increase in Revolving Credit Commitments of such Class), which prepayment shall be accompanied by accrued interest on the Revolving Loans of such Class being prepaid and any costs incurred by any Lender in accordance with Section 3.5. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Appears in 3 contracts

Samples: Credit Agreement (BJ's Wholesale Club Holdings, Inc.), Credit Agreement (BJ's Wholesale Club Holdings, Inc.), Credit Agreement (BJ's Wholesale Club Holdings, Inc.)

Revolving Commitment Increase. (a) Notwithstanding anything to the contrary in Section 12.1, subject to the terms and conditions set forth herein, the The Borrower shall have the right may at any time or from time to timetime after the Closing Date, by notice to cause an increase the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more increases in the amount of the Revolving Commitments of the Revolving Lenders (each such increase, a “Revolving Commitment Increase”) by adding to this Agreement one or more additional Eligible Assignees that are not already Revolving Lenders hereunder and that are reasonably satisfactory to the Administrative Agent, each Facing Agent and the Swing Line Lender (each, a “New Revolving Lender”) or by allowing one or more existing Revolving Lenders to increase their respective Revolving Commitments); provided that (i) both before at the time of any such request and immediately after giving effect upon the effectiveness of any Incremental Amendment referred to such Revolving Commitment Increasebelow, no Event of Default or Unmatured Event of Default shall have occurred and be continuing as of the effective date of such Revolving Commitment Increase (such date, the “Revolving Commitment Increase Date”), (ii) no such exist. Each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 25,000,000 (unless or such lower amount that either (A) represents all remaining availability under the aggregate amount of limit set forth in the Revolving Commitments then in effect next sentence or (B) is greater than $390,000,000acceptable to the Administrative Agent), (iii) after giving effect . Notwithstanding anything to such Revolving Commitment Increasethe contrary herein, the aggregate amount of the Revolving Commitments Commitment Increases shall not exceed $600,000,000300,000,000. Each notice from the Borrower pursuant to this Section 2.23 shall set forth the requested amount and proposed terms of the relevant Revolving Commitment Increase. Revolving Commitment Increases may be made by any existing Lender or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”); provided that the relevant Persons under Section 9.04(b) shall have consented (in each case, (ivnot to be unreasonably withheld or delayed) no Revolving to such Lender’s or Additional Lender’s Revolving Commitment shall Increase, if such consent would be increased without required under Section 9.04(b) for an assignment of Revolving Loans to such Revolving Lender or Additional Lender’s prior written consent (which consent may be given or withheld in . The Arrangers agree, upon the request of the Borrower and pursuant to mutually satisfactory engagement and compensation arrangements, to use their commercially reasonable efforts to obtain any Additional Lenders to make any such Revolving Lender’s sole and absolute discretion) and (v) the only requested Revolving Commitment Increase Increase; provided that may occur on or after the Tenth Amendment Effective Date is Arrangers’ agreement to use such efforts does not constitute a single commitment to provide any such requested Revolving Commitment Increase in an aggregate amount not exceeding $200,000,000 on (and subject to the occurrence of) the Eleventh Amendment Effective Date. The foregoing clause (i) and the following Section 2.10(b) and Section 2.10(e) shall not be applicable to the 2014 Revolving Commitment Increase and the only conditions to the 2014 Revolving Commitment Increase shall be those conditions set forth in Section 4 of the Eleventh AmendmentIncrease.

Appears in 2 contracts

Samples: Revolving Loan Credit Agreement (CDW Corp), Revolving Loan Credit Agreement (CDW Corp)

Revolving Commitment Increase. (a) Notwithstanding anything to the contrary in Section 12.1, subject to the terms and conditions set forth herein, the The Borrower shall have the right may at any time or from time to timetime after the Effective Date, by notice to cause an increase the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more increases in the amount of any Class of Revolving Credit Commitments of the Revolving Lenders (each such increase, a “Revolving Commitment Increase”) by adding to this Agreement one or more additional Eligible Assignees that are not already Revolving Lenders hereunder and that are reasonably satisfactory to the Administrative Agent, each Facing Agent and the Swing Line Lender (each, a “New Revolving Lender”) or by allowing one or more existing Revolving Lenders to increase their respective Revolving Commitments); provided that (i) both before and immediately after giving effect upon the effectiveness of any Incremental Amendment referred to such Revolving Commitment Increasebelow, no Event of Default or Unmatured Event of Default shall have occurred and be continuing as of the effective date of such Revolving Commitment Increase (such date, the “Revolving Commitment Increase Date”), (ii) no such exist. Each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 25,000,000 (unless the aggregate provided that such amount of the Revolving Commitments then in effect is greater may be less than $390,000,00025,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence), (iii) after giving effect . Notwithstanding anything to such Revolving Commitment Increasethe contrary herein, the aggregate amount of the Revolving Commitments Commitment Increases shall not exceed $600,000,00075,000,000 (the “Incremental Availability”). Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Revolving Commitment Increases. Revolving Commitment Increases may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide a portion of any Revolving Commitment Increase), in each case on terms permitted in this Section 2.15 and otherwise on terms reasonably acceptable to the Administrative Agent or by any other bank or other financial institution or institutional lender or investor (ivany such other bank or other financial institution or institutional lender or investor being called an “Additional Lender”), provided that the Administrative Agent, each Issuer and the Swing Loan Lender shall have consented (in each case, such consent not to be unreasonably withheld) no Revolving to such Lender’s or Additional Lender’s providing such Revolving Commitment Increases if such consent by the Administrative Agent, the applicable Issuer and the Swing Loan Lender, as the case may be, would be required under Section 12.2(b) for an assignment of Loans or Revolving Credit Commitments to such Lender or Additional Lender. Revolving Credit Commitments in respect of Revolving Commitment Increases shall be increased without such become Revolving Lender’s prior written consent Credit Commitments (which consent may be given or withheld in such Revolving Lender’s sole and absolute discretion) and (v) the only case of a Revolving Commitment Increase that to be provided by an existing Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Revolving Credit Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may occur on be necessary or after appropriate, in the Tenth reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. The effectiveness of any Incremental Amendment Effective Date is a single Revolving Commitment Increase in an aggregate amount not exceeding $200,000,000 on (and shall be subject to the occurrence of) satisfaction on the Eleventh Amendment date thereof (each, an “Incremental Facility Effective Date. The foregoing clause ”) of each of the conditions set forth in Section 4.2 (iit being understood that all references to “the date of such Loan or Issuance” or similar language in such Section 4.2 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the following Section 2.10(b) and Section 2.10(e) parties thereto shall not be applicable to the 2014 Revolving Commitment Increase and the only conditions to the 2014 agree. Any Revolving Commitment Increase shall be documented as an increase to the Facility and shall be on terms identical to those conditions set forth applicable to the Facility, except with respect to any commitment, arrangement, upfront or similar fees that may be agreed to among the Borrower and the lenders agreeing to participate in such Revolving Commitment Increase. The Borrower shall use Revolving Commitment Increases for any purpose not prohibited by this Agreement. Upon each increase in the Revolving Credit Commitments pursuant to this Section 4 2.15, (x) each Lender of the Eleventh Amendmentapplicable Class immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase of the applicable Class (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit, (ii) participations hereunder in Swing Loans held by each Lender of the applicable Class and (iii) participations in Protective Advances held by each Lender of the applicable Class (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Lenders of such Class represented by such Lender’s Revolving Credit Commitment and (y) if, on the date of such increase, there are any Revolving Loans of such Class outstanding, such Revolving Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans of such Class made hereunder (reflecting such increase in Revolving Credit Commitments of such Class), which prepayment shall be accompanied by accrued interest on the Revolving Loans of such Class being prepaid and any costs incurred by any Lender in accordance with Section 3.5. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Appears in 2 contracts

Samples: Credit Agreement (Chinos Holdings, Inc.), Credit Agreement (J Crew Group Inc)

Revolving Commitment Increase. (a) Notwithstanding anything to the contrary in Section 12.1, subject Subject to the terms and conditions set forth herein, after the Borrower Closing Date, the Company shall have the right from time to timerequest, by written notice to cause the Administrative Agent, an increase in the Revolving Commitments of the under any Subfacility or Revolving Lenders Commitments under a first-in last-out facility (an “Incremental FILO Facility”) (each, a “Revolving Commitment Increase”) by adding to this Agreement one or more additional Eligible Assignees that are not already Revolving Lenders hereunder and that are reasonably satisfactory to the Administrative Agentin an aggregate amount such that, each Facing Agent and the Swing Line Lender (each, a “New Revolving Lender”) or by allowing one or more existing Revolving Lenders to increase their respective Revolving Commitments; provided that (i) both before and immediately after giving effect to such Revolving Commitment Increase, no Event of Default or Unmatured Event of Default shall have occurred and be continuing as of the effective date of such Revolving Commitment Increase (such date, the “Revolving Commitment Increase Date”), (ii) no such Revolving Commitment Increase shall be in an amount less than $10,000,000 (unless the aggregate amount of the Revolving Commitments then in effect is greater than $390,000,000), (iii) after giving effect to any such Revolving Commitment Increase, the aggregate principal amount of the all then outstanding Revolving Commitments shall does not exceed $600,000,000, (iv) no Revolving Lender’s Revolving Commitment shall be increased without such Revolving Lender’s prior written consent (which consent may be given or withheld in such Revolving Lender’s sole and absolute discretion) and (v) the only Revolving Commitment Increase 450,000,000; provided that may occur on or after the Tenth Amendment Effective Date is a single Revolving Commitment Increase in an aggregate amount not exceeding $200,000,000 on (and subject to the occurrence of) the Eleventh Amendment Effective Date. The foregoing clause (i) and the following Section 2.10(b) and Section 2.10(e) shall not be applicable to the 2014 Revolving Commitment Increase and the only conditions to the 2014 any Revolving Commitment Increase shall be those conditions on the same terms (including the Maturity Date under the applicable Subfacility) and pursuant to the documentation applicable to the applicable Subfacility, except as set forth under the second sentence of Section 2.15(d) and except with respect to any commitment, arrangement, upfront or similar fees that may be agreed to among the Company and the Increase Loan Lenders and except in the case of an Incremental FILO Facility, which shall have terms as may be agreed among the Company and the Increase Loan Lenders (which terms (other than advance rates, revolving or term nature of the facility, pricing, interest rate margins, discounts, premiums, rate floors, and fees) shall be reasonably satisfactory to the Administrative Agent (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental FILO Facility or the covenant set forth in Section 4 9.12 is made more restrictive on the Company, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added, or such covenant is made more restrictive, for the benefit of the Eleventh AmendmentLenders, and payments on any such Incremental FILO Facility pursuant to Section 10.11 shall be subordinated to payment of all other Obligations other than Secured Bank Product Obligations that are not Secured Reserved Xxxxxx)), (ii) any Revolving Commitment Increase shall be in a minimum amount of $25,000,000 or, if less than $25,000,000 is available, the amount left available, (iii) the North American Minimum Requirement shall be met at all times, and (iv) the aggregate amount of Incremental FILO Facilities shall not exceed $35,000,000.

Appears in 2 contracts

Samples: Credit Agreement (SunOpta Inc.), Credit Agreement (SunOpta Inc.)

Revolving Commitment Increase. (a) Notwithstanding anything to the contrary in Section 12.1, subject A. Subject to the terms and conditions set forth herein, the Borrower shall have the right from time to time, time to cause an increase in the Revolving Commitments of the Revolving Lenders (a “Revolving Commitment Increase”) by adding to this Agreement one or more additional Eligible Assignees that are not already Revolving Lenders hereunder and that are reasonably satisfactory to the Administrative Agent, each Facing Agent and the Swing Line Lender (each, a “New Revolving Lender”) or by allowing one or more existing Revolving Lenders to increase their respective Revolving Commitments; provided that (i) both before and immediately after giving effect to such Revolving Commitment Increase, no Event of Default or Unmatured Event of Default shall have occurred and be continuing as of the effective date of such Revolving Commitment Increase (such date, the “Revolving Commitment Increase Date”), (ii) no such Revolving Commitment Increase shall be in an amount less than $10,000,000 (unless the aggregate amount of the Revolving Commitments then in effect is greater than $390,000,000290,000,000), (iii) after giving effect to such Revolving Commitment Increase, the aggregate amount of the Revolving Commitments shall not exceed $600,000,000, 300,000,000 and (iv) no Revolving Lender’s Revolving Commitment shall be increased without such Revolving Lender’s prior written consent (which consent may be given or withheld in such Revolving Lender’s sole and absolute discretion) and (v) the only Revolving Commitment Increase that may occur on or after the Tenth Amendment Effective Date is a single Revolving Commitment Increase in an aggregate amount not exceeding $200,000,000 on (and subject to the occurrence of) the Eleventh Amendment Effective Date. The foregoing clause (i) and the following Section 2.10(b) and Section 2.10(e) shall not be applicable to the 2014 Revolving Commitment Increase and the only conditions to the 2014 Revolving Commitment Increase shall be those conditions set forth in Section 4 of the Eleventh Amendment).

Appears in 2 contracts

Samples: Credit Agreement (Huntsman CORP), Credit Agreement (Huntsman CORP)

Revolving Commitment Increase. (a) Notwithstanding anything to the contrary in Section 12.1, subject to the terms and conditions set forth herein, the The Borrower shall have the right may at any time or from time to timetime after the Closing Date, by notice to cause an increase the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more increases in the amount of any Class of Revolving Credit Commitments of the Revolving Lenders (each such increase, a “Revolving Commitment Increase”) by adding to this Agreement one or more additional Eligible Assignees that are not already Revolving Lenders hereunder and that are reasonably satisfactory to the Administrative Agent, each Facing Agent and the Swing Line Lender (each, a “New Revolving Lender”) or by allowing one or more existing Revolving Lenders to increase their respective Revolving Commitments); provided that upon the effectiveness of any Incremental Amendment referred to below, (i) both before and immediately after giving effect subject to such Revolving Commitment IncreaseSection 1.09, no Event of Default or Unmatured Event of Default shall exist and (ii) each Revolving Commitment Increase shall have occurred interest rate margins as determined by the Borrower and the lenders thereunder; provided that if the Applicable Rate (which, for such purposes only, shall be continuing as of the effective date of deemed to include all upfront or similar fees payable to all lenders providing such Revolving Commitment Increase (such date, the “but excluding customary arrangement or commitment fees payable to any arranger or bookrunner or their Affiliates in connection therewith or fees not generally paid to all participating Lenders)) relating to any Revolving Commitment Increase Date”exceeds the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees payable to all lenders providing the Revolving Commitment Increase (but excluding customary arrangement or commitment fees payable to any arranger or bookrunner or their Affiliates in connection therewith or fees not generally paid to all participating Lenders)) relating to the Revolving Credit Commitments and Revolving Loans immediately prior to the effectiveness of the Incremental Amendment, the Applicable Rate relating to the Revolving Credit Commitments and Revolving Loans immediately prior to the effectiveness of the Incremental Amendment shall be adjusted to be equal to the Applicable Rate (iiwhich, for such purposes only, shall be deemed to include all upfront or similar fees) no payable to all lenders providing such Revolving Commitment Increase (but excluding customary arrangement or commitment fees payable to any arranger or bookrunner or their Affiliates in connection therewith or fees not generally paid to all participating Lenders) relating to such Revolving Credit Commitments. Each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 (unless the aggregate provided that such amount of the Revolving Commitments then in effect is greater may be less than $390,000,00010,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence), (iii) after giving effect . Notwithstanding anything to such Revolving Commitment Increasethe contrary herein, the aggregate amount of the Revolving Commitments Commitment Increases shall not exceed $600,000,00050,000,000 (the “Incremental Availability”). Each notice from the Borrower pursuant to this Section 2.19 shall set forth the requested amount and proposed terms of the relevant Revolving Commitment Increases. Revolving Commitment Increases may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide a portion of any Revolving Commitment Increase), or by any other bank or other financial institution or institutional lender or investor (ivany such other bank or other financial institution or institutional lender or investor being called an “Additional Lender”), provided that the Administrative Agent, each Issuer and the Swing Loan Lender shall have consented (in each case, such consent not to be unreasonably withheld) no Revolving to such Lender’s or Additional Lender’s providing such Revolving Commitment Increases if such consent by the Administrative Agent, the applicable Issuer and the Swing Loan Lender, as the case may be, would be required under Section 9.06 for an assignment of Loans or Revolving Credit Commitments to such Lender or Additional Lender. Revolving Credit Commitments in respect of Revolving Commitment Increases shall be increased without such become Revolving Lender’s prior written consent Credit Commitments (which consent may be given or withheld in such Revolving Lender’s sole and absolute discretion) and (v) the only case of a Revolving Commitment Increase that to be provided by an existing Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Revolving Credit Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may occur on be necessary or after appropriate, in the Tenth reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. The effectiveness of any Incremental Amendment Effective Date is a single Revolving Commitment Increase in an aggregate amount not exceeding $200,000,000 on (and shall, subject to Section 1.09, be subject to the occurrence of) satisfaction on the Eleventh Amendment Effective Date. The foregoing clause date thereof of each of the conditions set forth in Section 3.02 (iit being understood that all references to “the date of such Loan or Issuance” or similar language in such Section 3.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the following Section 2.10(b) and Section 2.10(e) parties thereto shall not be applicable to the 2014 Revolving Commitment Increase and the only conditions to the 2014 agree. Any Revolving Commitment Increase shall be documented as an increase to the applicable Class of Loans and shall be on terms identical to those conditions set forth applicable to such Class, except with respect to any commitment, arrangement, upfront or similar fees that may be agreed to among the Borrower and the lenders agreeing to participate in such Revolving Commitment Increase. The Borrower shall use Revolving Commitment Increases for any purpose not prohibited by this Agreement. Upon each increase in the Revolving Credit Commitments pursuant to this Section 4 2.19, (x) each Lender of the Eleventh Amendmentapplicable Class immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase of the applicable Class (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit, (ii) participations hereunder in Swing Loans held by each Lender of the applicable Class and (iii) participations in Protective Advances held by each Lender of the applicable Class (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Lenders of such Class represented by such Lender’s Revolving Credit Commitment and (y) if, on the date of such increase, there are any Revolving Loans of such Class outstanding, such Revolving Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans of such Class made hereunder (reflecting such increase in Revolving Credit Commitments of such Class), which prepayment shall be accompanied by accrued interest on the Revolving Loans of such Class being prepaid and any costs incurred by any Lender in accordance with Section 2.14. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Appears in 2 contracts

Samples: Abl Credit Agreement (Mattress Firm Group Inc.), Abl Credit Agreement (Mattress Firm Group Inc.)

Revolving Commitment Increase. (a) Notwithstanding anything to the contrary in Section 12.1, subject Subject to the terms and conditions set forth herein, the Borrower shall have the right from time to time, to cause an increase in each party hereto acknowledges and agrees that (a) the Revolving Credit Commitments of shall be increased by $285,000,000 on the Revolving Lenders Amendment No. 1 Effective Date (a the Revolving Commitment Increase”) by adding to this Agreement one or more additional Eligible Assignees that are not already Revolving Lenders hereunder and that are reasonably satisfactory to the Administrative Agent), each Facing Agent and the Swing Line Lender (each, a “New Revolving Lender”) or by allowing one or more existing Revolving Lenders to increase their respective Revolving Commitments; provided that (i) both before and immediately after giving effect to such Revolving Commitment the Replacement, (b) from and after giving effect to the Increase, no Event (i) the aggregate amount of Default or Unmatured Event of Default Revolving Credit Commitments shall have occurred and be continuing as of the effective date of such Revolving Commitment Increase (such date, the “Revolving Commitment Increase Date”)$785,000,000, (ii) no such each Incremental Revolving Commitment Increase Credit Lender (to the extent not already a Revolving Credit Lender under the Credit Agreement) shall for all purposes be in an amount less than $10,000,000 (unless the aggregate amount of the deemed a Revolving Commitments then in effect is greater than $390,000,000)Credit Lender, (iii) the Revolving Credit Lenders and L/C Issuer shall have the Revolving Credit Commitments and L/C Commitments, respectively, set forth opposite their respective names in Schedule 3 to this Amendment and (iv) such Schedule 3 shall replace in its entirety the portion of the table contained under the captions “Revolving Credit Commitments” and “L/C Commitments” set forth in Schedule 1.01(A) to the Credit Agreement and replace and supersede Schedule 1 hereto in its entirety, (c) the Borrower has elected to use the Incurrence-Based Incremental Amount to effectuate the increase in Revolving Credit Commitments contemplated hereby, (d) each Revolving Credit Lender (after giving effect to the Replacement and the Increase) shall be deemed to have purchased from Bank of America, N.A., as the L/C Issuer in respect of the existing Letters of Credit set forth on Schedule 2 to this Amendment (the “Existing Letters of Credit”) a risk participation in each such Revolving Commitment Increase, Existing Letter of Credit in an amount equal to the aggregate amount product of such Lender’s Pro Rata Share of the Revolving Credit Commitments as set forth on Schedule 3 to this Amendment times the amount of such Letter of Credit, in each case, in accordance with Section 2.03(b) of the Credit Agreement, which such risk participations, for the avoidance of doubt, will replace in their entirety any risk participations in such Existing Letters of Credit held by the Existing Revolving Credit Lenders immediately before giving effect to the Replacement and the Increase, and (e) each Existing Letter of Credit shall be deemed issued under the Revolving Credit Facility, as amended to give effect to the Replacement and the Increase. Furthermore, each Lender party hereto, by delivering its signature page to this Amendment on the Amendment No. 1 Effective Date, (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not exceed $600,000,000taking action under the Credit Agreement; (iii) appoints and authorizes (or, to the extent already a Lender under the Credit Agreement, confirms its appointment and authorization of) the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) no Revolving Lender’s Revolving Commitment shall be increased without such Revolving Lender’s prior written consent agrees (which consent may be given or withheld in such Revolving Lender’s sole and absolute discretion) and (v) the only Revolving Commitment Increase that may occur on or after the Tenth Amendment Effective Date is a single Revolving Commitment Increase in an aggregate amount not exceeding $200,000,000 on (and subject or, to the occurrence ofextent already a Revolving Credit Lender under the Credit Agreement, confirms its agreement) the Eleventh Amendment Effective Date. The foregoing clause (i) and the following Section 2.10(b) and Section 2.10(e) shall not be applicable to the 2014 Revolving Commitment Increase and the only conditions to the 2014 Revolving Commitment Increase shall be those conditions set forth that it will perform in Section 4 accordance with their terms all of the Eleventh Amendmentobligations which by the terms of the Credit Agreement are required to be performed by it as a Revolving Credit Lender.

Appears in 2 contracts

Samples: PF2 SpinCo, Inc., Change Healthcare Inc.

Revolving Commitment Increase. (a) Notwithstanding anything to the contrary in Section 12.1, subject to the terms and conditions set forth herein, the The Borrower shall have the right may at any time or from time to timetime after the Effective Date, by notice to cause an increase the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more increases in the amount of any Class of Revolving Credit Commitments of the Revolving Lenders (each such increase, a “Revolving Commitment Increase”) by adding to this Agreement one or more additional Eligible Assignees that are not already Revolving Lenders hereunder and that are reasonably satisfactory to the Administrative Agent, FILO Commitments (each Facing Agent and the Swing Line Lender (eachsuch increase, a “New FILO Commitment Increase” and, together with any Revolving LenderCommitment Increase, each a “Commitment Increase) or by allowing one or more existing Revolving Lenders to increase their respective Revolving Commitments); provided that (i) both before and immediately after giving effect to such Revolving Commitment Increase, no Event of Default or Unmatured Event of Default shall have occurred exist, (ii) any Loans made under such Revolving Commitment Increase (other than those made under a Last-Out Incremental (as defined below)) will rank pari passu in right of payment with existing Revolving Loans and be continuing as the Liens securing any Loans made under such Revolving Commitment Increase will rank pari passu with the Liens securing the existing Revolving Loans(a) any Loans made under a Revolving Commitment Increase will rank pari passu in right of payment with existing Revolving Loans and the effective Liens securing any Loans made under such Commitment Increase will rank pari passu with the Liens securing the existing Revolving Loans, and (b) any Loans made under a FILO Commitment Increase will rank pari passu in right of payment with existing FILO Loan and the Liens securing any Loans made under such FILO Commitment Increase will rank pari passu with the Liens securing the existing FILO Loan, (iii) the final maturity date of such Revolving Commitment Increase (shall be no earlier than the then Latest Maturity Date of any other Revolving Credit Commitments hereunder, and the final maturity date of such date, the “Revolving FILO Commitment Increase Date”)shall be no earlier than the then Latest Maturity Date of any other FILO Commitments hereunder, (iiiv) no the Borrower shall be in compliance with Article VI, whether or not in effect, as of the end of the Test Period most recently ended after giving Pro Forma Effect to such Revolving Commitment Increase shall be in an amount less than $10,000,000 (unless the aggregate amount of the Revolving Commitments then in effect is greater than $390,000,000), (iii) after giving effect and any Acquisition permitted under this Agreement and/or any other transactions related to such Revolving Commitment Increase (and, in each case, with respect to any Revolving Commitment Increase, assuming a borrowing of the aggregate maximum amount of the Revolving Commitments shall not exceed $600,000,000, (iv) no Revolving Lender’s Loans available under such Revolving Commitment shall be increased without such Increase and any Revolving Lender’s prior written consent (which consent may be given or withheld in such Revolving Lender’s sole and absolute discretionCommitment Increase previously made pursuant to this Section 2.15) and (v) the only Revolving Commitment Increase that may occur on or Senior Secured Leverage Ratio shall be no greater than 3.50 to 1.00 as of the end of the Test Period most recently ended after the Tenth Amendment Effective Date is a single Revolving Commitment Increase in an aggregate amount not exceeding $200,000,000 on (and subject giving Pro Forma Effect to the occurrence of) the Eleventh Amendment Effective Date. The foregoing clause (i) and the following Section 2.10(b) and Section 2.10(e) shall not be applicable to the 2014 such Revolving Commitment Increase and the only conditions any Acquisition permitted under this Agreement and/or any other transactions related to the 2014 such Revolving Commitment Increase shall be those conditions set forth (and, in Section 4 each case, with respect to any Revolving Commitment Increase, assuming a borrowing of the Eleventh Amendment.maximum amount of Loans available under such Revolving Commitment Increase and any Revolving Commitment Increase previously made pursuant to this Section 2.15, but excluding the proceeds from any borrowing under such Revolving Commitment Increase from any “net debt” determination); provided that the foregoing clauses (iv) and (v) shall not apply to any Revolving Commitment Increase pursuant to Amendment No. 3.3

Appears in 1 contract

Samples: Credit Agreement (99 Cents Only Stores LLC)

Revolving Commitment Increase. (a) Notwithstanding anything to the contrary in Section 12.1, subject Subject to the terms and conditions set forth herein, after the Borrower ClosingSecond Amendment Effective Date, the Company shall have the right from time to timerequest, by written notice to cause the Administrative Agent, an increase in the Revolving Commitments of the under any Subfacility or Revolving Lenders Commitments under a first-in last-out facility (an “Incremental FILO Facility”) (each, a “Revolving Commitment Increase”) by adding to this Agreement one or more additional Eligible Assignees that are not already Revolving Lenders hereunder and that are reasonably satisfactory to the Administrative Agentin an aggregate amount such that, each Facing Agent and the Swing Line Lender (each, a “New Revolving Lender”) or by allowing one or more existing Revolving Lenders to increase their respective Revolving Commitments; provided that (i) both before and immediately after giving effect to such Revolving Commitment Increase, no Event of Default or Unmatured Event of Default shall have occurred and be continuing as of the effective date of such Revolving Commitment Increase (such date, the “Revolving Commitment Increase Date”), (ii) no such Revolving Commitment Increase shall be in an amount less than $10,000,000 (unless the aggregate amount of the Revolving Commitments then in effect is greater than $390,000,000), (iii) after giving effect to any such Revolving Commitment Increase, the aggregate principal amount of the all then outstanding Revolving Commitments shall does not exceed $600,000,000, (iv) no Revolving Lender’s Revolving Commitment shall be increased without such Revolving Lender’s prior written consent (which consent may be given or withheld in such Revolving Lender’s sole and absolute discretion) and (v) the only Revolving Commitment Increase 450,000,000435,000,0002; provided that may occur on or after the Tenth Amendment Effective Date is a single Revolving Commitment Increase in an aggregate amount not exceeding $200,000,000 on (and subject to the occurrence of) the Eleventh Amendment Effective Date. The foregoing clause (i) and the following Section 2.10(b) and Section 2.10(e) shall not be applicable to the 2014 Revolving Commitment Increase and the only conditions to the 2014 any Revolving Commitment Increase shall be those conditions on the same terms (including the Maturity Date under the applicable Subfacility) and pursuant to the documentation applicable to the applicable Subfacility, except as set forth under the second sentence of Section 2.15(d) and except with respect to any commitment, arrangement, upfront or similar fees that may be agreed to among the Company and the Increase Loan Lenders and except in the case of an Incremental FILO Facility, which shall have terms as may be agreed among the Company and the Increase Loan Lenders (which terms (other than advance rates, revolving or term nature of the facility, pricing, interest rate margins, discounts, premiums, rate floors, and fees) shall be reasonably satisfactory to the Administrative Agent (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Incremental FILO Facility or the covenant set forth in Section 4 9.12 is made more restrictive on the Company, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added, or such covenant is made more restrictive, for the benefit of the Eleventh AmendmentLenders, and payments on any such Incremental FILO Facility pursuant to Section 10.11 shall be subordinated to payment of all other Obligations other than Secured Bank Product Obligations that are not Secured Reserved Xxxxxx)), (ii) any Revolving Commitment Increase shall be in a minimum amount of $25,000,00015,000,000 or, if less than $25,000,00015,000,000 is available, the amount left available; provided that increases in U.S. Tranche B Revolving Commitments under the U.S. Tranche B Subfacility shall be in a minimum amount of $15,000,000, (iii) the North American Minimum Requirement shall be met at all times, and (iv) the aggregate amount of Incremental FILO Facilitiesincreases in U.S. Tranche B Revolving Commitments under the U.S. Tranche B Subfacility shall not exceed $35,000,00020,000,000 in the aggregate.

Appears in 1 contract

Samples: Credit Agreement (SunOpta Inc.)

Revolving Commitment Increase. (a) Notwithstanding anything to the contrary in Section 12.1, subject to the terms and conditions set forth herein, the Borrower shall have the right The Borrowers may at any time or from time to timetime after the Closing Date, by notice to cause an increase the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more increases in the amount of any Class of Revolving Credit Commitments of the Revolving Lenders (each such increase, a “Revolving Commitment Increase”) by adding to this Agreement one or more additional Eligible Assignees that are not already Revolving Lenders hereunder and that are reasonably satisfactory to the Administrative Agent, each Facing Agent and the Swing Line Lender (each, a “New Revolving Lender”) or by allowing one or more existing Revolving Lenders to increase their respective Revolving Commitments); provided that (i) both before and immediately after giving effect upon the effectiveness of any Incremental Amendment referred to such Revolving Commitment Increasebelow, no Event of Default or Unmatured Event of Default shall have occurred and be continuing as of the effective date of such Revolving Commitment Increase (such date, the “Revolving Commitment Increase Date”), (ii) no such exist. Each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 (unless the aggregate provided that such amount of the Revolving Commitments then in effect is greater may be less than $390,000,00010,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence), (iii) after giving effect . Notwithstanding anything to such Revolving Commitment Increasethe contrary herein, the aggregate amount of the Revolving Commitments Commitment Increases shall not exceed $600,000,00050,000,000. Each notice from the Borrowers pursuant to this Section shall set forth the requested amount of the relevant Revolving Commitment Increases. Revolving Commitment Increases may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide a portion of any Revolving Commitment Increase), in each case on terms permitted in this Section 2.15, or by any other bank or other financial institution or institutional lender or investor (ivany such other bank or other financial institution or institutional lender or investor being called an “Additional Lender”), provided that the Administrative Agent, each L/C Issuer and the Swing Line Lender shall have consented (in each case, such consent not to be unreasonably withheld) no Revolving to such Lender’s or Additional Lender’s providing such Revolving Commitment Increases if such consent by the Administrative Agent, the applicable L/C Issuer and the Swing Line Lender, as the case may be, would be required under Section 10.07(b)(i)(B) for an assignment of Loans or Revolving Credit Commitments to such Lender or Additional Lender. Revolving Credit Commitments in respect of Revolving Commitment Increases shall be increased without such become Revolving Lender’s prior written consent Credit Commitments (which consent may be given or withheld in such Revolving Lender’s sole and absolute discretion) and (v) the only case of a Revolving Commitment Increase that to be provided by an existing Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrowers, each Lender agreeing to provide such Revolving Credit Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may occur on be necessary or after appropriate, in the Tenth reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section. The effectiveness of any Incremental Amendment Effective Date is a single Revolving Commitment Increase in an aggregate amount not exceeding $200,000,000 on (and shall be subject to the occurrence of) satisfaction on the Eleventh Amendment Effective Date. The foregoing clause date thereof of each of the conditions set forth in Section 4.02 (iit being understood that all references to “the date of such Loan or L/C Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the following Section 2.10(b) and Section 2.10(e) parties thereto shall not be applicable to the 2014 Revolving Commitment Increase and the only conditions to the 2014 agree. Any Revolving Commitment Increase shall be documented as an increase to the Facility and shall be on terms identical to those conditions set forth applicable to the Facility, except with respect to any commitment, arrangement, upfront or similar fees that may be agreed to among the Borrowers and the lenders agreeing to participate in such Revolving Commitment Increase. The Borrowers shall use Revolving Commitment Increases for any purpose not prohibited by this Agreement. Upon each increase in the Revolving Credit Commitments pursuant to this Section 4 2.15, (x) each Lender of the Eleventh Amendmentapplicable Class immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase of the applicable Class (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations here-under in Letters of Credit, (ii) participations hereunder in Swing Loans held by each Lender of the applicable Class and (iii) participations in Protective Advances held by each Lender of the applicable Class (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Lenders of such Class represented by such Lender’s Revolving Credit Commitment and (y) if, on the date of such increase, there are any Revolving Loans of such Class outstanding, such Revolving Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans of such Class made hereunder (reflecting such increase in Revolving Credit Commitments of such Class), which prepayment shall be accompanied by accrued interest on the Revolving Loans of such Class being prepaid and any costs incurred by any Lender in accordance with Section 3.5. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Appears in 1 contract

Samples: Abl Credit Agreement (Cole Haan, Inc.)

Revolving Commitment Increase. (a) Notwithstanding anything to the contrary in Section 12.1, subject to the terms and conditions set forth herein, the Borrower shall have the right from time to time, to cause an increase in the Revolving Commitments of the Revolving Lenders (a “Revolving Commitment Increase”) by adding to this Agreement one or more additional Eligible Assignees that are not already Revolving Lenders hereunder and that are reasonably satisfactory to the Administrative Agent, each Facing Agent and the Swing Line Lender (each, a “New Revolving Lender”) or by allowing one or more existing Revolving Lenders to increase their respective Revolving Commitments; provided that (i) both before and immediately after giving effect to such Revolving Commitment Increase, no Event of Default or Unmatured Event of Default shall have occurred and be continuing as of the effective date of such Revolving Commitment Increase (such date, the “Revolving Commitment Increase Date”), (ii) no such Revolving Commitment Increase shall be in an amount less than $10,000,000 (unless the aggregate amount of the Revolving Commitments then in effect is greater than $390,000,000), (iii) after giving effect to such Revolving Commitment Increase, the aggregate amount of the Revolving Commitments shall not exceed $600,000,000, (iv) no Revolving Lender’s Revolving Commitment shall be increased without such Revolving Lender’s prior written consent (which consent may be given or withheld in such Revolving Lender’s sole and absolute discretion) and (v) the only Revolving Commitment Increase that may occur on or after the Tenth Amendment Effective Date is a single Revolving Commitment Increase in an aggregate amount not exceeding $200,000,000 on (and subject to the occurrence of) the Eleventh Amendment Effective Rockwood Acquisition Closing Date. The foregoing clause (i) and the following Section 2.10(b) and Section 2.10(e) shall not be applicable to the 2014 2013 Revolving Commitment Increase and the only conditions to the 2014 2013 Revolving Commitment Increase shall be those conditions set forth in the Tenth Amendment and in Section 4 of the Eleventh Amendment5.5.

Appears in 1 contract

Samples: Credit Agreement (Huntsman International LLC)

Revolving Commitment Increase. (a) Notwithstanding anything to the contrary in Section 12.1, subject to the terms and conditions set forth herein, the The Borrower shall have the right may at any time or from time to timetime after the Effective Date, by notice to cause an increase the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more increases in the amount of any Class of Revolving Credit Commitments of the Revolving Lenders (each such increase, a “Revolving Commitment Increase”) by adding to this Agreement one or more additional Eligible Assignees that are not already Revolving Lenders hereunder and that are reasonably satisfactory to the Administrative Agent, each Facing Agent and the Swing Line Lender (each, a “New Revolving Lender”) or by allowing one or more existing Revolving Lenders to increase their respective Revolving Commitments); provided that (i) both before and immediately after giving effect to such Revolving Commitment Increase, no Event of Default or Unmatured Event of Default shall have occurred exist, (ii) any Loans made under such Revolving Commitment Increase (other than those made under a Last-Out Incremental (as defined below)) will rank pari passu in right of payment with existing Revolving Loans and be continuing as of the effective Liens securing any Loans made under such Revolving Commitment Increase will rank pari passu with the Liens securing the existing Revolving Loans, (iii) the final maturity date of such Revolving Commitment Increase shall be no earlier than the then Latest Maturity Date of any other Revolving Credit Commitments hereunder, (iv) the Borrower shall be in compliance with Article VI, whether or not in effect, as of the end of the Test Period most recently ended after giving Pro Forma Effect to such date, the “Revolving Commitment Increase Date”and any Acquisition permitted under this Agreement and/or any other transactions related to such Revolving Commitment Increase (and, in each case, with respect to any Revolving Commitment Increase, assuming a borrowing of the maximum amount of Loans available under such Revolving Commitment Increase and any Revolving Commitment Increase previously made pursuant to this Section 2.15) and (v) the Senior Secured Leverage Ratio shall be no greater than 3.50 to 1.00 as of the end of the Test Period most recently ended after giving Pro Forma Effect to such Revolving Commitment Increase and any Acquisition permitted under this Agreement and/or any other transactions related to such Revolving Commitment Increase (and, in each case, with respect to any Revolving Commitment Increase, assuming a borrowing of the maximum amount of Loans available under such Revolving Commitment Increase and any Revolving Commitment Increase previously made pursuant to this Section 2.15, but excluding the proceeds from any borrowing under such Revolving Commitment Increase from any “net debt” determination), ; provided that the foregoing clauses (iiiv) no such and (v) shall not apply to any Revolving Commitment Increase pursuant to Amendment No. 3. Each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 (unless the aggregate provided that such amount of the Revolving Commitments then in effect is greater may be less than $390,000,00010,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence), (iii) after giving effect . Notwithstanding anything to such Revolving Commitment Increasethe contrary herein, the aggregate amount of the Revolving Commitments Commitment Increases after the Amendment No. 45 Effective Date shall not exceed $600,000,00025,000,000.0. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Revolving Commitment Increases. Revolving Commitment Increases may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide a portion of any Revolving Commitment Increase), in each case on terms permitted in this Section 2.15 and otherwise on terms reasonably acceptable to the Administrative Agent, or by any other bank or other financial institution or institutional lender or investor (ivany such other bank or other financial institution or institutional lender or investor being called an “Additional Lender”), provided that the Administrative Agent, each Issuer and the Swing Loan Lender shall have consented (in each case, such consent not to be unreasonably withheld, delayed or conditioned) no Revolving to such Lender’s or Additional Lender’s providing such Revolving Commitment Increases (other than the consent of each Issuer and Swing Loan Lender with respect to any Last-Out Incremental provided in the form of a term loan) if such consent by the Administrative Agent, the applicable Issuer and the Swing Loan Lender, as the case may be, would be required under Section 12.2(b) for an assignment of Loans or Revolving Credit Commitments to such Lender or Additional Lender. Revolving Credit Commitments in respect of Revolving Commitment Increases shall be increased without such become Revolving Lender’s prior written consent Credit Commitments (which consent may be given or withheld in such Revolving Lender’s sole and absolute discretion) and (v) the only case of a Revolving Commitment Increase to be provided by an existing Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Revolving Credit Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any Person other than the Administrative Agent, the Borrower and the Lenders providing the applicable Revolving Commitment Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Effective Date”) of each of the conditions set forth in Section 4.2 (it being understood that may occur all references to “the date of such Loan or Issuance” or similar language in such Section 4.2 shall be deemed to refer to the effective date of such Incremental Amendment) and the satisfaction of such other conditions (if any) as the parties thereto shall agree and, to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, Board of Director resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on or after the Tenth Amendment Effective Date is (other than changes to such legal opinion resulting from a single Change in Law, change in fact or change to counsel’s form of opinion) or otherwise reasonably satisfactory to the Administrative Agent, together with such supplements and/or amendments to the Collateral Documents as the Administrative Agent shall reasonably request (including, in the case of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable title insurance policies). Each Revolving Commitment Increase in (other than a Last-Out Incremental incurred as a term loan) shall be documented as an aggregate amount not exceeding $200,000,000 on (and subject increase to the occurrence of) the Eleventh Amendment Effective DateFacility. The foregoing clause (i) and the following Section 2.10(b) and Section 2.10(e) shall not be applicable to the 2014 Revolving Commitment Increase and the only conditions to the 2014 Each Revolving Commitment Increase shall be on terms identical to those conditions set forth applicable to the Facility, except (x) with respect to any original issue discount or any commitment, arrangement, upfront or similar fees that may be agreed to among the Borrower and the lenders agreeing to participate in Section 4 such Revolving Commitment Increase; provided that if any of the Eleventh AmendmentApplicable Margins or the Applicable Unused Commitment Fee Rate with respect to any Revolving Commitment Increase (other than a Last-Out Incremental) exceed any of the Applicable Margins or Applicable Unused Commitment Fee Rate, as the case may be, with respect to the existing Revolving Credit Commitment Facility, the Applicable Margins and/or Applicable Unused Commitment Fee Rate, as applicable, shall be increased to equal the Applicable Margins and the Applicable Unused Commitment Fee Rate with respect to such Revolving Commitment Increase (the “MFN Provision”), (y) any such Revolving Commitment Increase may rank junior to the Obligations in right of payment in any distribution waterfall (a “Last-Out Incremental”) and such Last-Out Incremental may (1) have interest rate margins, interest rate floors, original issue discount, upfront fees, structuring, commitment and arranger fees (and any fee similar to any of the foregoing) that are determined by the Company and the lender or lenders providing the relevant Last-Out Incremental and shall not be subject to the MFN Provision, (2) be in the form of one or more revolving credit facilities or term loans and (3) have other terms that are customary for “last-out” asset-based credit facilities and reasonably satisfactory to the Administrative Agent; it being understood and agreed that (x) the Administrative Agent may implement a dollar-for-dollar Reserve against the Borrowing Base in respect of the amount of any Last-Out Incremental and (y) in no event shall any Last-Out Incremental be entitled to receive payments under Section 10.3 prior to the payment in full of all amounts owing with respect to any Cash Management Obligations or Secured Hedge Obligations and (z) for terms applicable only after the then Latest Maturity Date. The Borrower shall use the proceeds of any Revolving Commitment Increases for any purpose not prohibited by this Agreement. Upon each Revolving Commitment Increase pursuant to this Section 2.15, other than any Revolving Commitment Increase in the form of a Last-Out Incremental, (x) each Lender of the applicable Class immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase of the applicable Class (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit, (ii) participations hereunder in Swing Loans held by each Lender of the applicable Class and (iii) participations in Protective Advances held by each Lender of the applicable Class (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Lenders of such Class represented by such Lender’s Revolving Credit Commitment and (y) if, on the date of such increase, there are any Revolving Loans of such Class outstanding, such Revolving Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans of such Class made hereunder (reflecting such increase in Revolving Credit Commitments of such Class), which prepayment shall be accompanied by accrued interest on the Revolving Loans of such Class being prepaid and any costs incurred by any Lender in accordance with Section 3.5. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Appears in 1 contract

Samples: Credit Agreement (99 Cents Only Stores LLC)

Revolving Commitment Increase. (a) Notwithstanding anything to the contrary in Section 12.1, subject Subject to the terms and conditions set forth herein, after the Borrower Second Restatement Effective Date, the Company shall have the right from time to timerequest, to cause an increase in the Revolving Commitments of the Revolving Lenders (a “Revolving Commitment Increase”) by adding to this Agreement one or more additional Eligible Assignees that are not already Revolving Lenders hereunder and that are reasonably satisfactory written notice to the Administrative Agent, each Facing Agent and (x) an increase in the Swing Line Lender Tranche A Revolving Commitments under the Tranche A Revolving Facility or (y) after all Obligations in respect of the Tranche B Subfacility have been irrevocably paid in full, Revolving Commitments under a first-in last-out facility (an "Incremental FILO Facility") (each, a “New "Revolving Lender”Commitment Increase") or by allowing one or more existing Revolving Lenders to (for the avoidance of doubt, the Company may not request any increase their respective Revolving Commitments; provided that (iin the Delayed Draw Term Loan Commitments under the Delayed Draw Term Loan Facility) both before and immediately in an aggregate amount such that, after giving effect to such Revolving Commitment Increase, no Event of Default or Unmatured Event of Default shall have occurred and be continuing as of the effective date of such Revolving Commitment Increase (such date, the “Revolving Commitment Increase Date”), (ii) no such Revolving Commitment Increase shall be in an amount less than $10,000,000 (unless the aggregate amount of the Revolving Commitments then in effect is greater than $390,000,000), (iii) after giving effect to any such Revolving Commitment Increase, the aggregate principal amount of the all then outstanding Revolving Commitments shall does not exceed $600,000,000, 350,000,000; provided that (ivi)(A) no Revolving Lender’s Revolving Commitment shall be increased without such Revolving Lender’s prior written consent (which consent may be given or withheld in such Revolving Lender’s sole and absolute discretion) and (v) the only any Revolving Commitment Increase pursuant to clause (x) above (a "Tranche A Revolving Commitment Increase") shall be on the same terms (including the applicable Maturity Date) and pursuant to the documentation applicable to the Tranche A Subfacility, except as set forth under the second sentence of Section 2.15(d) and except with respect to any commitment, arrangement, upfront or similar fees that may occur on or after be agreed to among the Tenth Amendment Effective Date is a single Company and the Increase Loan Lenders and (B) any Revolving Commitment Increase in for an aggregate amount not exceeding $200,000,000 on Incremental FILO Facility shall have terms as may be agreed among the Company and the Increase Loan Lenders (which terms (other than advance rates, revolving or term nature of the facility, pricing, interest rate margins, discounts, premiums, rate floors, and subject fees) shall be reasonably satisfactory to the occurrence of) the Eleventh Amendment Effective Date. The foregoing clause Administrative Agent (i) and the following Section 2.10(b) and Section 2.10(e) shall not be applicable it being understood to the 2014 Revolving Commitment Increase and extent that any financial maintenance covenant is added for the only conditions benefit of any Incremental FILO Facility or the covenant set forth in Section 9.12 is made more restrictive on the Company, no consent shall be required from the Administrative Agent or any Lender to the 2014 extent that such financial maintenance covenant is also added, or such covenant is made more restrictive, for the benefit of the Lenders, and payments on any such Incremental FILO Facility pursuant to Section 10.11 shall be subordinated to payment of all other Obligations other than Secured Bank Product Obligations that are not Secured Reserved Xxxxxx)), (ii) any Revolving Commitment Increase shall be those conditions set forth in Section 4 a minimum amount of $15,000,000 or, if less than $15,000,000 is available, the Eleventh Amendmentamount left available and (iii) the aggregate amount of Commitments at any time outstanding under an Incremental FILO Facility shall not exceed $25,000,000.

Appears in 1 contract

Samples: Credit Agreement (SunOpta Inc.)

Revolving Commitment Increase. (a) Notwithstanding anything to the contrary in Section 12.1, subject to the terms and conditions set forth herein, the The Borrower shall have the right may at any time or from time to timetime after the Effective Date, by notice to cause an increase the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more increases in the amount of any Class of Revolving Credit Commitments of the Revolving Lenders (each such increase, a “Revolving Commitment Increase”) by adding to this Agreement one or more additional Eligible Assignees that are not already Revolving Lenders hereunder and that are reasonably satisfactory to the Administrative Agent, each Facing Agent and the Swing Line Lender (each, a “New Revolving Lender”) or by allowing one or more existing Revolving Lenders to increase their respective Revolving Commitments); provided that (i) both before and immediately after giving effect to such Revolving Commitment Increase, no Event of Default or Unmatured Event of Default shall have occurred exist, (ii) any Revolving Loans made under such Revolving Commitment Increase (other than those made under a Last-Out Incremental (as defined below)) will rank pari passu in right of payment with existing Revolving Loans and be continuing as of the effective Liens securing any Revolving Loans made under such Revolving Commitment Increase will rank pari passu with the Liens securing the existing Revolving Loans, (iii) the final maturity date of such Revolving Commitment Increase shall be no earlier than the then Latest Maturity Date of any other Revolving Credit Commitments hereunder, (iv) the Borrower shall be in compliance with Article VI, whether or not in effect, as of the end of the Test Period most recently ended after giving Pro Forma Effect to such date, the “Revolving Commitment Increase Date”and any Acquisition permitted under this Agreement and/or any other transactions related to such Revolving Commitment Increase (and, in each case, with respect to any Revolving Commitment Increase, assuming a borrowing of the maximum amount of Loans available under such Revolving Commitment Increase and any Revolving Commitment Increase previously made pursuant to this Section 2.15) and (v) the Senior Secured Leverage Ratio shall be no greater than 3.50 to 1.00 as of the end of the Test Period most recently ended after giving Pro Forma Effect to such Revolving Commitment Increase and any Acquisition permitted under this Agreement and/or any other transactions related to such Revolving Commitment Increase (and, in each case, with respect to any Revolving Commitment Increase, assuming a borrowing of the maximum amount of Loans available under such Revolving Commitment Increase and any Revolving Commitment Increase previously made pursuant to this Section 2.15, but excluding the proceeds from any borrowing under such Revolving Commitment Increase from any “net debt” determination), ; provided that the foregoing clauses (iiiv) no such and (v) shall not apply to any Revolving Commitment Increase pursuant to Amendment No. 3. Each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 (unless the aggregate provided that such amount of the Revolving Commitments then in effect is greater may be less than $390,000,00010,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence), (iii) after giving effect . Notwithstanding anything to such Revolving Commitment Increasethe contrary herein, the aggregate amount of the Revolving Commitments Commitment Increases after the Amendment No. 4 Effective Date shall not exceed $600,000,00050,000,000.25,000,000. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Revolving Commitment Increases. Revolving Commitment Increases may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide a portion of any Revolving Commitment Increase), in each case on terms permitted in this Section 2.15 and otherwise on terms reasonably acceptable to the Administrative Agent, or by any other bank or other financial institution or institutional lender or investor (ivany such other bank or other financial institution or institutional lender or investor being called an “Additional Lender”), provided that the Administrative Agent, each Issuer and the Swing Loan Lender shall have consented (in each case, such consent not to be unreasonably withheld, delayed or conditioned) no Revolving to such Lender’s or Additional Lender’s providing such Revolving Commitment Increases (other than the consent of each Issuer and Swing Loan Lender with respect to any Last-Out Incremental provided in the form of a term loan) if such consent by the Administrative Agent, the applicable Issuer and the Swing Loan Lender, as the case may be, would be required under Section 12.2(b) for an assignment of Loans or Revolving Credit Commitments to such Lender or Additional Lender. Revolving Credit Commitments in respect of Revolving Commitment Increases shall be increased without such become Revolving Lender’s prior written consent Credit Commitments (which consent may be given or withheld in such Revolving Lender’s sole and absolute discretion) and (v) the only case of a Revolving Commitment Increase to be provided by an existing Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Revolving Credit Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any Person other than the Administrative Agent, the Borrower and the Lenders providing the applicable Revolving Commitment Increase, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Effective Date”) of each of the conditions set forth in Section 4.2 (it being understood that may occur all references to “the date of such Loan or Issuance” or similar language in such Section 4.2 shall be deemed to refer to the effective date of such Incremental Amendment) and the satisfaction of such other conditions (if any) as the parties thereto shall agree and, to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, Board of Director resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on or after the Tenth Amendment Effective Date is (other than changes to such legal opinion resulting from a single Change in Law, change in fact or change to counsel’s form of opinion) or otherwise reasonably satisfactory to the Administrative Agent, together with such supplements and/or amendments to the Collateral Documents as the Administrative Agent shall reasonably request (including, in the case of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable title insurance policies). AnyEach Revolving Commitment Increase in (other than a Last-Out Incremental incurred as a term loan) shall be documented as an aggregate amount not exceeding $200,000,000 on (and subject increase to the occurrence of) the Eleventh Amendment Effective DateFacility and. The foregoing clause (i) and the following Section 2.10(b) and Section 2.10(e) shall not be applicable to the 2014 Revolving Commitment Increase and the only conditions to the 2014 Each Revolving Commitment Increase shall be on terms identical to those conditions set forth applicable to the Facility, except (x) with respect to any original issue discount or any commitment, arrangement, upfront or similar fees that may be agreed to among the Borrower and the lenders agreeing to participate in Section 4 such Revolving Commitment Increase; provided that if any of the Eleventh AmendmentApplicable Margins or the Applicable Unused Commitment Fee Rate with respect to any Revolving Commitment Increase (other than a Last-Out Incremental) exceed any of Applicable Margins or Applicable Unused Commitment Fee Rate, as the case may be, with respect to the existing Revolving Credit Commitment Facility, the Applicable Margins and/or Applicable Unused Commitment Fee Rate, as applicable, shall be increased to equal the Applicable Margins and the Applicable Unused Commitment Fee Rate with respect to such Revolving Commitment Increase (the “MFN Provision”), (y) any such Revolving Commitment Increase may rank junior to the Obligations in right of payment in any distribution waterfall (a “Last-Out Incremental”) and such Last-Out Incremental may (1) have interest rate margins, interest rate floors, original issue discount, upfront fees, structuring, commitment and arranger fees (and any fee similar to any of the foregoing) that are determined by the Company and the lender or lenders providing the relevant Last-Out Incremental and shall not be subject to the MFN Provision, (2) be in the form of one or more revolving credit facilities or term loans and (3) have other terms that are customary for “last-out” asset-based credit facilities and reasonably satisfactory to the Administrative Agent; it being understood and agreed that (x) the Administrative Agent may implement a dollar-for-dollar Reserve against the Borrowing Base in respect of the amount of any Last-Out Incremental and (y) in no event shall any Last-Out Incremental be entitled to receive payments under Section 10.3 prior to the payment in full of all amounts owing with respect to any Cash Management Obligations or Secured Hedge Obligations and (z) for terms applicable only after the then Latest Maturity Date. The Borrower shall use the proceeds of any Revolving Commitment Increases for any purpose not prohibited by this Agreement. Upon each increase in the Revolving Credit CommitmentsCommitment Increase pursuant to this Section 2.15, other than any Revolving Commitment Increase in the form of a Last-Out Incremental, (x) each Lender of the applicable Class immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase of the applicable Class (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit, (ii) participations hereunder in Swing Loans held by each Lender of the applicable Class and (iii) participations in Protective Advances held by each Lender of the applicable Class (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Lenders of such Class represented by such Lender’s Revolving Credit Commitment and (y) if, on the date of such increase, there are any Revolving Loans of such Class outstanding, such Revolving Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans of such Class made hereunder (reflecting such increase in Revolving Credit Commitments of such Class), which prepayment shall be accompanied by accrued interest on the Revolving Loans of such Class being prepaid and any costs incurred by any Lender in accordance with Section 3.5. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Appears in 1 contract

Samples: Credit Agreement (99 Cents Only Stores LLC)

Revolving Commitment Increase. (a) Notwithstanding anything to the contrary in Section 12.1, subject to the terms and conditions set forth herein, the The Borrower shall have the right may at any time or from time to timetime after the Second Restatement Date, by notice to cause an increase the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more increases in the amount of any Class of Revolving Credit Commitments of the Revolving Lenders (each such increase, a “Revolving Commitment Increase”) by adding to this Agreement one or more additional Eligible Assignees that are not already Revolving Lenders hereunder and that are reasonably satisfactory to the Administrative Agent, each Facing Agent and the Swing Line Lender (each, a “New Revolving Lender”) or by allowing one or more existing Revolving Lenders to increase their respective Revolving Commitments); provided that subject to the Limited Condition Acquisition provisions, at the time of any such Revolving Commitment Increase (i) both before and immediately after giving effect to such thereto), no Default or Event of Default (or, in the case of any Revolving Commitment IncreaseIncrease to be used to fund a Limited Condition Acquisition, no Event of Default under Section 10.1(a) or Unmatured Event of Default shall have occurred and be continuing Section 10.1(f) as of the effective date of such Revolving Commitment Increase (such date, the “Revolving Commitment Increase Transaction Agreement Date”), (ii) no such shall exist. Each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 20,000,000 (unless the aggregate provided that such amount of the Revolving Commitments then in effect is greater may be less than $390,000,00020,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence), (iii) after giving effect . Notwithstanding anything to such Revolving Commitment Increasethe contrary herein, the aggregate amount of the Revolving Commitments Commitment Increases shall not exceed $600,000,000150,000,000 (the “Incremental Availability”), and the Borrower may make a maximum of five (iv5) such requests. Each notice from the Borrower pursuant to this Section 2.15 shall set forth the requested amount and proposed terms of the relevant Revolving Commitment Increases. Revolving Commitment Increases may be provided by any existing Revolving Credit Lender (it being understood that no existing Revolving Credit Lender will have an obligation to provide a portion of any Revolving Commitment Increase), in each case on terms permitted in this Section 2.15 and otherwise on terms reasonably acceptable to the Administrative Agent or by any other Person constituting an Eligible Assignee (any such other Person being called an “Additional Lender”), provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s providing such Revolving Commitment Increases if such consent would be required under Section 12.2(b) for an assignment of Loans or Revolving Credit Commitments to such Lender or Additional Lender. Revolving Credit Commitments in respect of Revolving Commitment Increases shall be increased without such become Revolving Lender’s prior written consent Credit Commitments (which consent may be given or withheld in such Revolving Lender’s sole and absolute discretion) and (v) the only case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Parent, Holdings, the Borrower, each Revolving Credit Lender agreeing to provide such Revolving Credit Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Effective Date”) of each of the conditions set forth in Section 4.2 (it being understood that may occur on all references to “the date of such Loan or after Issuance” or similar language in such Section 4.2 shall be deemed to refer to the Tenth Amendment Effective Date is a single effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The representations and warranties contained in the Loan Documents (or, in the case of any Revolving Commitment Increase in an aggregate amount not exceeding $200,000,000 on used to fund a Permitted Acquisition or similar permitted Investment (and subject to including any Limited Condition Acquisition), the occurrence of) the Eleventh Amendment Effective Date. The foregoing clause (i) and the following Section 2.10(b) and Section 2.10(eSpecified Representations) shall not be applicable accurate in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) before and after the 2014 Revolving Commitment Increase effectiveness of any Incremental Amendment referred to below and the only conditions to the 2014 any Revolving Commitment Increase shall be documented as an increase to the Revolving Facility and shall be on terms identical to those conditions set forth applicable to the Revolving Facility, except with respect to any commitment, arrangement, upfront or similar fees that may be agreed to among the Borrower and the lenders agreeing to participate in such Revolving Commitment Increase. The Borrower shall use Revolving Commitment Increases only as permitted pursuant to Section 4 8.9 hereof. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.15, (x) each Revolving Credit Lender of the Eleventh Amendmentapplicable Class immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Credit Lender providing a portion of the Revolving Commitment Increase of the applicable Class (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Xxxxxx’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit, (ii) participations hereunder in Swing Loans held by each Revolving Credit Lender of the applicable Class and (iii) participations in Protective Advances held by each Revolving Credit Lender of the applicable Class (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders of such Class represented by such Xxxxxx’s Revolving Credit Commitment and (y) if, on the date of such increase, there are any Revolving Loans of such Class outstanding, such Revolving Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans of such Class made hereunder (reflecting such increase in Revolving Credit Commitments of such Class), which prepayment shall be accompanied by accrued interest on the Revolving Loans of such Class being prepaid and any costs incurred by any Revolving Credit Lender in accordance with Section 3.5. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Appears in 1 contract

Samples: Credit Agreement (JOANN Inc.)

Revolving Commitment Increase. (a) Notwithstanding anything Effective as of the Amendment Effective Date, (i) the Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double- underlined text) as set forth in the pages of the Existing Credit Agreement attached as Exhibit A hereto and (ii) Schedule 2.01 to the contrary Existing Credit Agreement is hereby amended by replacing the table under the caption “Revolving Commitment” in Section 12.1its entirety with Schedule II hereto. (b) The aggregate amount of all Letters of Credit outstanding under the Existing Credit Agreement on the Amendment Effective Date shall continue to be outstanding under the Amended Credit Agreement and, subject to from and after such date, the terms and conditions set forth herein, the Borrower shall have the right from time to time, to cause an increase in the Revolving Commitments of the Revolving Lenders (a “Revolving Commitment Increase”) by adding to this Amended Credit Agreement one or more additional Eligible Assignees that are not already Revolving Lenders hereunder and that are reasonably satisfactory to will govern the rights of the Administrative Agent, each Facing Agent the Lenders and the Swing Line Lender Issuing Banks with respect thereto. (eachc) Effective as of the Amendment Effective Date, a “New Revolving Lender”) or by allowing one or more existing Revolving Lenders to increase their respective Revolving Commitments; provided that (i) both before and but immediately after giving effect to such Revolving Commitment Increase, no Event the transactions described in paragraph (a) of Default or Unmatured Event of Default shall have occurred and be continuing as of the effective date of such Revolving Commitment Increase (such datethis Section 4, the “Revolving Commitment Increase Date”), (ii) no such Amendment No. 1 Revolving Commitment Increase shall be in an amount less than $10,000,000 (unless become effective. For the aggregate amount avoidance of the Revolving Commitments then in effect is greater than $390,000,000), (iii) after giving effect to such Revolving Commitment Increasedoubt, the aggregate amount of the Revolving Commitments shall not exceed $600,000,000, (iv) no Revolving Lender’s Revolving Commitment shall be increased without such Revolving Lender’s prior written consent (which consent may be given or withheld in such Revolving Lender’s sole and absolute discretion) and (v) the only Revolving Commitment Increase that may occur on or after the Tenth Amendment Effective Date is a single Revolving Commitment Increase in an aggregate amount not exceeding $200,000,000 on (and subject to the occurrence of) the Eleventh Amendment Effective DateNo. The foregoing clause (i) and the following Section 2.10(b) and Section 2.10(e) shall not be applicable to the 2014 Revolving Commitment Increase and the only conditions to the 2014 1 Revolving Commitment Increase shall be those have the same terms and conditions set as, and form part of a single Class of Revolving Commitments with, the existing Revolving Commitments under the Existing Credit Agreement. Schedule I hereto sets forth in Section 4 the portion of the Eleventh Amendment.Amendment No. 1 Revolving Commitment Increase of each Amendment No. 1 Increase Lender as of the Amendment Effective Date (with respect to each Amendment No. 1 Increase Lender, such Amendment No. 1 Increase Lender’s “Applicable Increased Commitment”), and immediately after the occurrence of the Amendment Effective Date, the amount of Revolving Commitments of each Amendment No. 1 Increase Lender shall include such Amendment No. 1

Appears in 1 contract

Samples: Vectrus, Inc.

Revolving Commitment Increase. (a) Notwithstanding anything to the contrary in Section 12.1, subject Subject to the terms and conditions set forth herein, each party hereto acknowledges and agrees that (a) the Borrower Revolving Credit Commitments shall have be increased by $30,000,000 on the right from time to time, to cause an Incremental Amendment Effective Date (as defined below) (such increase in the Revolving Commitments of the Revolving Lenders (a “Revolving Commitment Increase”) by adding to this Agreement one or more additional Eligible Assignees that are not already Revolving Lenders hereunder and that are reasonably satisfactory to the Administrative Agent, each Facing Agent and the Swing Line Lender (each, a “New Revolving Lender”) or by allowing one or more existing Revolving Lenders to increase their respective Revolving Commitments; provided that (i) both before and immediately after giving effect to such Revolving Commitment Increase, no Event of Default or Unmatured Event of Default shall have occurred and be continuing as of the effective date of such Revolving Commitment Increase (such datecommitments, the “Revolving Credit Commitment Increase DateIncrease”), (iib) no such Revolving Commitment Increase shall be in an amount less than $10,000,000 from and after the Incremental Amendment Effective Date (unless i) the aggregate amount of Revolving Credit Commitments shall be $130,000,000, (ii) the Incremental Revolving Commitments then in effect is greater than Lender shall have a Revolving Credit Commitment of $390,000,000), 30,000,000 and (iii) after giving effect to such the Incremental Revolving Commitment IncreaseLender shall for all purposes be deemed a Revolving Credit Lender, (c) for the avoidance of doubt, the aggregate amount of the Revolving Commitments shall not exceed $600,000,000, (iv) no Incremental Revolving Lender’s Revolving Commitment Credit Commitments shall be increased without such Revolving Lender’s prior written consent (which consent may be given or withheld in such Revolving Lender’s sole and absolute discretion) and (v) of the only Revolving Commitment Increase that may occur on or after the Tenth Amendment Effective Date is a single Revolving Commitment Increase in an aggregate amount not exceeding $200,000,000 on (same Class and subject to identical terms (including, without limitation, with respect to the occurrence ofApplicable Rate, Maturity Date and commitment fees) as the Revolving Credit Commitments existing immediately prior to giving effect to this Amendment and (d) the Eleventh Borrower has elected to use clause (a) of the definition of “Available Incremental Amount” to effectuate the increase in Revolving Credit Commitments contemplated hereby. Furthermore, the Incremental Revolving Lender, by delivering its signature page to this Amendment on the Incremental Amendment Effective Date. The foregoing clause , (i) confirms that it has received a copy of the Credit Agreement and the following Section 2.10(bother Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and Section 2.10(ewithout reliance upon the Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) shall not be applicable appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the 2014 Revolving Commitment Increase Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and the only conditions to the 2014 Revolving Commitment Increase shall be those conditions set forth (iv) agrees that it will perform in Section 4 accordance with their terms all of the Eleventh Amendmentobligations which by the terms of the Credit Agreement are required to be performed by it as a Revolving Credit Lender.

Appears in 1 contract

Samples: M/a-Com Technology Solutions Holdings, Inc.

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Revolving Commitment Increase. (a) Notwithstanding anything to the contrary in Section 12.1, subject to the terms and conditions set forth herein, the Borrower shall have the right The Borrowers may at any time or from time to timetime after April 10, 2018, by notice to cause an increase the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more increases in the amount of the Revolving Commitments of the Revolving Lenders (each such increase, a “Revolving Commitment Increase”) by adding to this Agreement one or more additional Eligible Assignees that are not already Revolving Lenders hereunder and that are reasonably satisfactory to the Administrative Agent, each Facing Agent and the Swing Line Lender (each, a “New Revolving Lender”) or by allowing one or more existing Revolving Lenders to increase their respective Revolving Commitments); provided that (i) both before at the time of any such request and immediately after giving effect upon the effectiveness of any Incremental Amendment referred to such Revolving Commitment Increasebelow, no Event of Default or Unmatured Event of Default shall have occurred and be continuing as of the effective date of such Revolving Commitment Increase (such date, the “Revolving Commitment Increase Date”), (ii) no such exist. Each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 (unless or such lower amount that either (A) represents all remaining availability under the aggregate amount of limit set forth in the Revolving Commitments then in effect next sentence or (B) is greater than $390,000,000acceptable to the Administrative Agent), (iii) after giving effect . Notwithstanding anything to such Revolving Commitment Increasethe contrary herein, the aggregate amount of the Revolving Commitments Commitment Increases shall not exceed $600,000,00050,000,000. Each notice from the Lead Borrower pursuant to this Section 2.23 shall set forth the requested amount and proposed terms of the relevant Revolving Commitment Increase. Revolving Commitment Increases may be made by any existing Lender or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”); provided that the relevant Persons under Section 9.04(b) has consented (in each case, (ivnot to be unreasonably withheld or delayed) no Revolving to such Lender’s or Additional Lender’s Revolving Commitment shall Increase, if such consent would be increased without required under Section 9.04(b) for an assignment of Revolving Loans to such Revolving Lender or Additional Lender’s prior written consent (which consent may be given or withheld in . The Arranger agrees, upon the request of the Lead Borrower and pursuant to mutually satisfactory engagement and compensation arrangements, to use their commercially reasonable efforts to obtain any Additional Lenders to make any such Revolving Lender’s sole and absolute discretion) and (v) the only requested Revolving Commitment Increase Increase; provided that may occur on or after the Tenth Amendment Effective Date is Arranger’s agreement to use such efforts does not constitute a single commitment to provide any such requested Revolving Commitment Increase in an aggregate amount not exceeding $200,000,000 on (and subject to the occurrence of) the Eleventh Amendment Effective Date. The foregoing clause (i) and the following Section 2.10(b) and Section 2.10(e) shall not be applicable to the 2014 Revolving Commitment Increase and the only conditions to the 2014 Revolving Commitment Increase shall be those conditions set forth in Section 4 of the Eleventh AmendmentIncrease.

Appears in 1 contract

Samples: Revolving Loan Credit Agreement (ConvergeOne Holdings, Inc.)

Revolving Commitment Increase. (ai) Notwithstanding anything The Revolving Commitment Increase shall be requested by written notice from the Borrower to the contrary in Section 12.1, subject to the terms and conditions set forth herein, the Borrower shall have the right from time to time, to cause an increase in the Revolving Commitments of the Revolving Lenders Administrative Agent (a “Revolving Notice of Commitment Increase”) in the form of Exhibit H attached hereto and shall be approved by adding to this Agreement one or more additional Eligible Assignees that are not already Revolving Lenders hereunder and that are reasonably satisfactory to the Administrative Agent, each Facing Agent and such consent to not be unreasonably withheld. Such Notice of Commitment Increase shall specify (A) the Swing Line Lender (each, a “New Revolving Lender”) or by allowing one or more existing Revolving Lenders to increase their respective Revolving Commitments; provided that (i) both before and immediately after giving effect to such Revolving Commitment Increase, no Event of Default or Unmatured Event of Default shall have occurred and be continuing as of the proposed effective date of such Revolving Commitment Increase, which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (B) the amount of the requested Revolving Commitment Increase, (C) the identity of each Revolving CI Lender or Revolving Lender that has agreed in writing to increase its Revolving Commitment hereunder, and (D) the amount of the respective Revolving Commitments of the then existing Revolving Lenders and the Revolving CI Lenders from and after the Commitment Increase Effective Date (such dateas defined below). The Administrative Agent shall execute a counterpart of the Notice of Commitment Increase, the Revolving Commitment Increase Date”), (ii) no CI Lenders shall execute a Joinder and such Revolving Commitment Increase shall be in an amount less than $10,000,000 (unless effective on the aggregate amount of the Revolving Commitments then in effect is greater than $390,000,000), (iii) after giving effect to such Revolving Commitment Increase, the aggregate amount of the Revolving Commitments shall not exceed $600,000,000, (iv) no Revolving Lender’s Revolving Commitment shall be increased without such Revolving Lender’s prior written consent (which consent may be given or withheld in such Revolving Lender’s sole and absolute discretion) and (v) the only Revolving Commitment Increase that may occur on or after the Tenth Amendment Effective Date is a single Revolving Commitment Increase in an aggregate amount not exceeding $200,000,000 on (and subject to the occurrence of) the Eleventh Amendment Effective Date. The foregoing clause (i) and the following Section 2.10(b) and Section 2.10(e) shall not be applicable to the 2014 Revolving Commitment Increase and the only conditions to the 2014 Revolving Commitment Increase shall be those conditions proposed effective date set forth in Section 4 the Notice of Commitment Increase or on another date agreed to by the Eleventh AmendmentAdministrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”).

Appears in 1 contract

Samples: Credit Agreement (Hercules Offshore, LLC)

Revolving Commitment Increase. (a) Notwithstanding anything to the contrary in Section 12.1, subject to the terms and conditions set forth herein, the The Borrower shall have the right may at any time or from time to timetime after the Closing Date, by notice to cause an increase the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more increases in the amount of the Revolving Commitments of the Revolving Lenders (each such increase, a “Revolving Commitment Increase”) by adding to this Agreement one or more additional Eligible Assignees that are not already Revolving Lenders hereunder and that are reasonably satisfactory to the Administrative Agent, each Facing Agent and the Swing Line Lender (each, a “New Revolving Lender”) or by allowing one or more existing Revolving Lenders to increase their respective Revolving Commitments); provided that (i) both before at the time of any such request and immediately after giving effect upon the effectiveness of any Incremental Amendment referred to such Revolving Commitment Increasebelow, no Event of Default or Unmatured Event of Default shall have occurred and be continuing as of the effective date of such Revolving Commitment Increase (such date, the “Revolving Commitment Increase Date”), (ii) no such exist. Each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 25,000,000 (unless or such lower amount that either (A) represents all remaining availability under the aggregate amount of limit set forth in the Revolving Commitments then in effect next sentence or (B) is greater than $390,000,000acceptable to the Administrative Agent), (iii) after giving effect . Notwithstanding anything to such Revolving Commitment Increasethe contrary herein, the aggregate amount of the Revolving Commitments Commitment Increases shall not exceed $600,000,000100,000,000. Each notice from the Borrower pursuant to this Section 2.23 shall set forth the requested amount and proposed terms of the relevant Revolving Commitment Increase. Revolving Commitment Increases may be made by any existing Lender or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”); provided that the relevant Persons under Section 9.04(b) shall have consented (in each case, (ivnot to be unreasonably withheld or delayed) no Revolving to such Lender’s or Additional Lender’s Revolving Commitment shall Increase, if such consent would be increased without required under Section 9.04(b) for an assignment of Revolving Loans to such Revolving Lender or Additional Lender’s prior written consent (which consent may be given or withheld in . The Arrangers agree, upon the request of the Borrower and pursuant to mutually satisfactory engagement and compensation arrangements, to use their commercially reasonable efforts to obtain any Additional Lenders to make any such Revolving Lender’s sole and absolute discretion) and (v) the only requested Revolving Commitment Increase Increase; provided that may occur on or after the Tenth Amendment Effective Date is Arrangers’ agreement to use such efforts does not constitute a single commitment to provide any such requested Revolving Commitment Increase in an aggregate amount not exceeding $200,000,000 on (and subject to the occurrence of) the Eleventh Amendment Effective Date. The foregoing clause (i) and the following Section 2.10(b) and Section 2.10(e) shall not be applicable to the 2014 Revolving Commitment Increase and the only conditions to the 2014 Revolving Commitment Increase shall be those conditions set forth in Section 4 of the Eleventh AmendmentIncrease.

Appears in 1 contract

Samples: Revolving Loan Credit Agreement (CDW Finance Corp)

Revolving Commitment Increase. (a) Notwithstanding anything to the contrary in Section 12.1, subject to the terms and conditions set forth herein, the The Borrower shall have the right may at any time or from time to timetime after the Effective Date, by notice to cause an increase the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more increases in the amount of any Class of Revolving Credit Commitments of the Revolving Lenders (each such increase, a “Revolving Commitment Increase”) by adding to this Agreement one or more additional Eligible Assignees that are not already Revolving Lenders hereunder and that are reasonably satisfactory to the Administrative Agent, each Facing Agent and the Swing Line Lender (each, a “New Revolving Lender”) or by allowing one or more existing Revolving Lenders to increase their respective Revolving Commitments); provided that (i) both before and immediately after giving effect upon the effectiveness of any Incremental Amendment referred to such Revolving Commitment Increasebelow, no Event of Default or Unmatured Event of Default shall have occurred and be continuing as of the effective date of such Revolving Commitment Increase (such date, the “Revolving Commitment Increase Date”), (ii) no such exist. Each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 25,000,000 (unless the aggregate provided that such amount of the Revolving Commitments then in effect is greater may be less than $390,000,00025,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence), (iii) after giving effect . Notwithstanding anything to such Revolving Commitment Increasethe contrary herein, the aggregate amount of the Revolving Commitments Commitment Increases shall not exceed $600,000,00075,000,000 (the “Incremental Availability”). Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Revolving Commitment Increases. Revolving Commitment Increases may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide a portion of any Revolving Commitment Increase), or by any other bank or other financial institution or institutional lender or investor (ivany such other bank or other financial institution or institutional lender or investor being called an “Additional Lender”), provided that the Administrative Agent, each Issuer and the Swing Loan Lender shall have consented (in each case, such consent not to be unreasonably withheld) no Revolving to such Lender’s or Additional Lender’s providing such Revolving Commitment Increases if such consent by the Administrative Agent, the applicable Issuer and the Swing Loan Lender, as the case may be, would be required under Section 12.2(b) for an assignment of Loans or Revolving Credit Commitments to such Lender or Additional Lender. Revolving Credit Commitments in respect of Revolving Commitment Increases shall be increased without such become Revolving Lender’s prior written consent Credit Commitments (which consent may be given or withheld in such Revolving Lender’s sole and absolute discretion) and (v) the only case of a Revolving Commitment Increase that to be provided by an existing Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Revolving Credit Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may occur on be necessary or after appropriate, in the Tenth reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. The effectiveness of any Incremental Amendment Effective Date is a single Revolving Commitment Increase in an aggregate amount not exceeding $200,000,000 on (and shall be subject to the occurrence of) satisfaction on the Eleventh Amendment date thereof (each, an “Incremental Facility Effective Date. The foregoing clause ”) of each of the conditions set forth in Section 4.2 (iit being understood that all references to “the date of such Loan or Issuance” or similar language in such Section 4.2 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the following Section 2.10(b) and Section 2.10(e) parties thereto shall not be applicable to the 2014 Revolving Commitment Increase and the only conditions to the 2014 agree. Any Revolving Commitment Increase shall be documented as an increase to the applicable Class of Loans and shall be on terms identical to those conditions set forth applicable to such Class, except with respect to any commitment, arrangement, upfront or similar fees that may be agreed to among the Borrower and the lenders agreeing to participate in such Revolving Commitment Increase. The Borrower shall use Revolving Commitment Increases for any purpose not prohibited by this Agreement. Upon each increase in the Revolving Credit Commitments pursuant to this Section 4 2.15, (x) each Lender of the Eleventh Amendmentapplicable Class immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase of the applicable Class (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit, (ii) participations hereunder in Swing Loans held by each Lender of the applicable Class and (iii) participations in Protective Advances held by each Lender of the applicable Class (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Lenders of such Class represented by such Lender’s Revolving Credit Commitment and (y) if, on the date of such increase, there are any Revolving Loans of such Class outstanding, such Revolving Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans of such Class made hereunder (reflecting such increase in Revolving Credit Commitments of such Class), which prepayment shall be accompanied by accrued interest on the Revolving Loans of such Class being prepaid and any costs incurred by any Lender in accordance with Section 3.5. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Appears in 1 contract

Samples: Credit Agreement (Mattress Firm Holding Corp.)

Revolving Commitment Increase. (a) Notwithstanding anything to the contrary in Section 12.1, subject to the terms and conditions set forth herein, the The Borrower shall have the right may at any time or from time to timetime after the Effective Date, by notice to cause an increase the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more increases in the amount of any Class of Revolving Credit Commitments of the Revolving Lenders (each such increase, a “Revolving Commitment Increase”) by adding to this Agreement one or more additional Eligible Assignees that are not already Revolving Lenders hereunder and that are reasonably satisfactory to the Administrative Agent, each Facing Agent and the Swing Line Lender (each, a “New Revolving Lender”) or by allowing one or more existing Revolving Lenders to increase their respective Revolving Commitments); provided that subject to the Limited Condition Acquisition provisions, at the time of any such Revolving Commitment Increase (i) both before and immediately after giving effect to such thereto), no Default or Event of Default (or, in the case of any Revolving Commitment IncreaseIncrease to be used to fund a Limited Condition Acquisition, no Event of Default under Section 10.1(a) or Unmatured Event of Default shall have occurred and be continuing Section 10.1(f) as of the effective date of such Revolving Commitment Increase (such date, the “Revolving Commitment Increase Transaction Agreement Date”), (ii) no such shall exist. Each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 20,000,000 (unless the aggregate provided that such amount of the Revolving Commitments then in effect is greater may be less than $390,000,00020,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence), (iii) after giving effect . Notwithstanding anything to such Revolving Commitment Increasethe contrary herein, the aggregate amount of the Revolving Commitments Commitment Increases shall not exceed $600,000,000100,000,000 (the “Incremental Availability”), and the Borrower may make a maximum of five (iv5) such requests. Each notice from the Borrower pursuant to this Section 2.15 shall set forth the requested amount and proposed terms of the relevant Revolving Commitment Increases. Revolving Commitment Increases may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide a portion of any Revolving Commitment Increase), in each case on terms permitted in this Section 2.15 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other Person constituting an Eligible Assignee (any such other Person being called an “Additional Lender”), provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s providing such Revolving Commitment Increases if such consent would be required under Section 12.2(b) for an assignment of Loans or Revolving Credit Commitments to such Lender or Additional Lender. Revolving Credit Commitments in respect of Revolving Commitment Increases shall be increased without such become Revolving Lender’s prior written consent Credit Commitments (which consent may be given or withheld in such Revolving Lender’s sole and absolute discretion) and (v) the only case of a Revolving Commitment Increase to be provided by an existing Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Revolving Credit Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Effective Date”) of each of the conditions set forth in Section 4.2 (it being understood that may occur on all references to “the date of such Loan or after Issuance” or similar language in such Section 4.2 shall be deemed to refer to the Tenth Amendment Effective Date is a single effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The representations and warranties contained in the Loan Documents (or, in the case of any Revolving Commitment Increase in an aggregate amount not exceeding $200,000,000 on used to fund a Permitted Acquisition or similar permitted Investment (and subject to including any Limited Condition Acquisition), the occurrence of) the Eleventh Amendment Effective Date. The foregoing clause (i) and the following Section 2.10(b) and Section 2.10(eSpecified Representations) shall not be applicable accurate in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) before and after the 2014 Revolving Commitment Increase effectiveness of any Incremental Amendment referred to below and the only conditions to the 2014 any Revolving Commitment Increase shall be documented as an increase to the Facility and shall be on terms identical to those conditions set forth applicable to the Facility, except with respect to any commitment, arrangement, upfront or similar fees that may be agreed to among the Borrower and the lenders agreeing to participate in such Revolving Commitment Increase. The Borrower shall use Revolving Commitment Increases only as permitted pursuant to Section 4 of 8.9 hereof. Upon each increase in the Eleventh Amendment.Revolving Credit Commitments pursuant to this Section 2.15,

Appears in 1 contract

Samples: Intercreditor Agreement (JOANN Inc.)

Revolving Commitment Increase. (a) Notwithstanding anything to the contrary in Section 12.1, subject to the terms and conditions set forth herein, the The Borrower shall have the right may at any time or from time to timetime after the First Amendment Effective Date, by notice to cause an increase the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more increases in the amount of any Class of Revolving Credit Commitments of the Revolving Lenders (each such increase, a “Revolving Commitment Increase”) by adding to this Agreement one or more additional Eligible Assignees that are not already Revolving Lenders hereunder and that are reasonably satisfactory to the Administrative Agent, each Facing Agent and the Swing Line Lender (each, a “New Revolving Lender”) or by allowing one or more existing Revolving Lenders to increase their respective Revolving Commitments); provided that subject to the Limited Condition Acquisition provisions, at the time of any such Revolving Commitment Increase (i) both before and immediately after giving effect to such thereto), no Default or Event of Default (or, in the case of any Revolving Commitment IncreaseIncrease to be used to fund a Limited Condition Acquisition, no Event of Default under Section 10.1(a) or Unmatured Event of Default shall have occurred and be continuing Section 10.1(f) as of the effective date of such Revolving Commitment Increase (such date, the “Revolving Commitment Increase Transaction Agreement Date”), (ii) no such shall exist. Each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 20,000,000 (unless the aggregate provided that such amount of the Revolving Commitments then in effect is greater may be less than $390,000,00020,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence), (iii) after giving effect . Notwithstanding anything to such Revolving Commitment Increasethe contrary herein, the aggregate amount of the Revolving Commitments Commitment Increases shall not exceed $600,000,000100,000,000 (the “Incremental Availability”), and the Borrower may make a maximum of five (iv5) such requests. Each notice from the Borrower pursuant to this Section 2.15 shall set forth the requested amount and proposed terms of the relevant Revolving Commitment Increases. Revolving Commitment Increases may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide a portion of any Revolving Commitment Increase), in each case on terms permitted in this Section 2.15 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other Person constituting an Eligible Assignee (any such other Person being called an “Additional Lender”), provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s providing such Revolving Commitment Increases if such consent would be required under Section 12.2(b) for an assignment of Loans or Revolving Credit Commitments to such Lender or Additional Lender. Revolving Credit Commitments in respect of Revolving Commitment Increases shall be increased without such become Revolving Lender’s prior written consent Credit Commitments (which consent may be given or withheld in such Revolving Lender’s sole and absolute discretion) and (v) the only case of a Revolving Commitment Increase to be provided by an existing Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Revolving Credit Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Effective Date”) of each of the conditions set forth in Section 4.2 (it being understood that may occur on all references to “the date of such Loan or after Issuance” or similar language in such Section 4.2 shall be deemed to refer to the Tenth Amendment Effective Date is a single effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The representations and warranties contained in the Loan Documents (or, in the case of any Revolving Commitment Increase in an aggregate amount not exceeding $200,000,000 on used to fund a Permitted Acquisition or similar permitted Investment (and subject to including any Limited Condition Acquisition), the occurrence of) the Eleventh Amendment Effective Date. The foregoing clause (i) and the following Section 2.10(b) and Section 2.10(eSpecified Representations) shall not be applicable accurate in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) before and after the 2014 Revolving Commitment Increase effectiveness of any Incremental Amendment referred to below and the only conditions to the 2014 any Revolving Commitment Increase shall be documented as an increase to the Facility and shall be on terms identical to those conditions set forth applicable to the Facility, except with respect to any commitment, arrangement, upfront or similar fees that may be agreed to among the Borrower and the lenders agreeing to participate in such Revolving Commitment Increase. The Borrower shall use Revolving Commitment Increases only as permitted pursuant to Section 4 8.9 hereof. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.15, (x) each Lender of the Eleventh Amendmentapplicable Class immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase of the applicable Class (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit, (ii) participations hereunder in Swing Loans held by each Lender of the applicable Class and (iii) participations in Protective Advances held by each Lender of the applicable Class (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Lenders of such Class represented by such Lender’s Revolving Credit Commitment and (y) if, on the date of such increase, there are any Revolving Loans of such Class outstanding, such Revolving Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans of such Class made hereunder (reflecting such increase in Revolving Credit Commitments of such Class), which prepayment shall be accompanied by accrued interest on the Revolving Loans of such Class being prepaid and any costs incurred by any Lender in accordance with Section 3.5. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Appears in 1 contract

Samples: Credit Agreement (JOANN Inc.)

Revolving Commitment Increase. (a) Notwithstanding anything to the contrary in Section 12.1, subject Subject to the terms and conditions set forth herein, each party hereto acknowledges and agrees that (a) the Borrower Revolving Credit Commitments shall have be increased by $30,000,000 on the right from time to time, to cause an Second Incremental Amendment Effective Date (as defined below) (such increase in the Revolving Commitments of the Revolving Lenders (a “Revolving Commitment Increase”) by adding to this Agreement one or more additional Eligible Assignees that are not already Revolving Lenders hereunder and that are reasonably satisfactory to the Administrative Agent, each Facing Agent and the Swing Line Lender (each, a “New Revolving Lender”) or by allowing one or more existing Revolving Lenders to increase their respective Revolving Commitments; provided that (i) both before and immediately after giving effect to such Revolving Commitment Increase, no Event of Default or Unmatured Event of Default shall have occurred and be continuing as of the effective date of such Revolving Commitment Increase (such datecommitments, the “Revolving Credit Commitment Increase DateIncrease”), (iib) no such Revolving Commitment Increase shall be in an amount less than $10,000,000 from and after the Second Incremental Amendment Effective Date (unless i) the aggregate amount of Revolving Credit Commitments shall be $160,000,000, (ii) the Incremental Revolving Commitments then in effect is greater than Lender shall have a Revolving Credit Commitment of $390,000,000), 30,000,000 and (iii) after giving effect to such the Incremental Revolving Commitment IncreaseLender shall for all purposes be deemed a Revolving Credit Lender, (c) for the avoidance of doubt, the aggregate amount of the Revolving Commitments shall not exceed $600,000,000, (iv) no Incremental Revolving Lender’s Revolving Commitment Credit Commitments shall be increased without such Revolving Lender’s prior written consent (which consent may be given or withheld in such Revolving Lender’s sole and absolute discretion) and (v) of the only Revolving Commitment Increase that may occur on or after the Tenth Amendment Effective Date is a single Revolving Commitment Increase in an aggregate amount not exceeding $200,000,000 on (same Class and subject to identical terms (including, without limitation, with respect to the occurrence ofApplicable Rate, Maturity Date and commitment fees) as the Revolving Credit Commitments existing immediately prior to giving effect to this Amendment and (d) the Eleventh Borrower has elected to use clause (a) of the definition of “Available Incremental Amount” to effectuate the increase in Revolving Credit Commitments contemplated hereby. Furthermore, the Incremental Revolving Lender, by delivering its signature page to this Amendment on the Second Incremental Amendment Effective Date. The foregoing clause , (i) confirms that it has received a copy of the Credit Agreement and the following Section 2.10(bother Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and Section 2.10(ewithout reliance upon the Administrative Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) shall not be applicable appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the 2014 Revolving Commitment Increase Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and the only conditions to the 2014 Revolving Commitment Increase shall be those conditions set forth (iv) agrees that it will perform in Section 4 accordance with their terms all of the Eleventh Amendmentobligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Revolving Credit Lender.

Appears in 1 contract

Samples: Second Incremental (MACOM Technology Solutions Holdings, Inc.)

Revolving Commitment Increase. (a) Notwithstanding anything to the contrary in Section 12.1, subject Subject to the terms and conditions set forth herein, after the Borrower Second Restatement Effective Date, the Company shall have the right from time to timerequest, to cause an increase in the Revolving Commitments of the Revolving Lenders (a “Revolving Commitment Increase”) by adding to this Agreement one or more additional Eligible Assignees that are not already Revolving Lenders hereunder and that are reasonably satisfactory written notice to the Administrative Agent, each Facing Agent and an (x) an increase in the Swing Line Lender Tranche A Revolving Commitments under the Tranche A Revolving Facility or (y) after all Obligations in respect of the Tranche B Subfacility have been irrevocably paid in full, Revolving Commitments under a first-in last-out facility (an "Incremental FILO Facility") (each, a “New "Revolving Lender”Commitment Increase") or by allowing one or more existing Revolving Lenders to (for the avoidance of doubt, the Company may not request any increase their respective Revolving Commitments; provided that (iin the Delayed Draw Term Loan Commitments under the Delayed Draw Term Loan Facility) both before and immediately in an aggregate amount such that, after giving effect to such Revolving Commitment Increase, no Event of Default or Unmatured Event of Default shall have occurred and be continuing as of the effective date of such Revolving Commitment Increase (such date, the “Revolving Commitment Increase Date”), (ii) no such Revolving Commitment Increase shall be in an amount less than $10,000,000 (unless the aggregate amount of the Revolving Commitments then in effect is greater than $390,000,000), (iii) after giving effect to any such Revolving Commitment Increase, the aggregate principal amount of the all then outstanding Revolving Commitments shall does not exceed $600,000,000, 350,000,000; provided that (ivi)(A) no Revolving Lender’s Revolving Commitment shall be increased without such Revolving Lender’s prior written consent (which consent may be given or withheld in such Revolving Lender’s sole and absolute discretion) and (v) the only any Revolving Commitment Increase pursuant to clause (x) above (a "Tranche A Revolving Commitment Increase") shall be on the same terms (including the Revolvingapplicable Maturity Date) and pursuant to the documentation applicable to Revolvingthe Tranche A FSubfacility , except as set forth under the second sentence of Section 2.15(d) and except with respect to any commitment, arrangement, upfront or similar fees that may occur on or after be agreed to among the Tenth Amendment Effective Date is a single Company and the Increase Loan Lenders and except in the case of(B) any Revolving Commitment Increase in for an aggregate amount not exceeding $200,000,000 on Incremental FILO Facility, which shall have terms as may be agreed among the Company and the Increase Loan Lenders (which terms (other than advance rates, revolving or term nature of the facility, pricing, interest rate margins, discounts, premiums, rate floors, and subject fees) shall be reasonably satisfactory to the occurrence of) the Eleventh Amendment Effective Date. The foregoing clause Administrative Agent (i) and the following Section 2.10(b) and Section 2.10(e) shall not be applicable it being understood to the 2014 Revolving Commitment Increase and extent that any financial maintenance covenant is added for the only conditions benefit of any Incremental FILO Facility or the covenant set forth in Section 9.12 is made more restrictive on the Company, no consent shall be required from the Administrative Agent or any Lender to the 2014 extent that such financial maintenance covenant is also added, or such covenant is made more restrictive, for the benefit of the Lenders, and payments on any such Incremental FILO Facility pursuant to Section 10.11 shall be subordinated to payment of all other Obligations other than Secured Bank Product Obligations that are not Secured Reserved Xxxxxx)), (ii) any Revolving Commitment Increase shall be those conditions set forth in Section 4 a minimum amount of $15,000,000 or, if less than $15,000,000 is available, the Eleventh Amendmentamount left available and (iii) the aggregate amount of Commitments at any time outstanding under an Incremental FILO Facility shall not exceed $25,000,000.

Appears in 1 contract

Samples: Credit Agreement (SunOpta Inc.)

Revolving Commitment Increase. (a) Notwithstanding anything to the contrary in Section 12.1, subject to the terms and conditions set forth herein, the Borrower shall have the right The Borrowers may at any time or from time to timetime after the Closing Date, by notice to cause an increase the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more increases in the amount of the Revolving Commitments of the Revolving Lenders (each such increase, a “Revolving Commitment Increase”) by adding to this Agreement one or more additional Eligible Assignees that are not already Revolving Lenders hereunder and that are reasonably satisfactory to the Administrative Agent, each Facing Agent and the Swing Line Lender (each, a “New Revolving Lender”) or by allowing one or more existing Revolving Lenders to increase their respective Revolving Commitments); provided that (i) both before at the time of any such request and immediately after giving effect upon the effectiveness of any Incremental Amendment referred to such Revolving Commitment Increasebelow, no Event of Default or Unmatured Event of Default shall have occurred and be continuing as of the effective date of such Revolving Commitment Increase (such date, the “Revolving Commitment Increase Date”), (ii) no such exist. Each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 (unless or such lower amount that either (A) represents all remaining availability under the aggregate amount of limit set forth in the Revolving Commitments then in effect next sentence or (B) is greater than $390,000,000acceptable to the Administrative Agent), (iii) after giving effect . Notwithstanding anything to such Revolving Commitment Increasethe contrary herein, the aggregate amount of the Revolving Commitments Commitment Increases shall not exceed $600,000,00050,000,000. Each notice from the Lead Borrower pursuant to this Section 2.23 shall set forth the requested amount and proposed terms of the relevant Revolving Commitment Increase. Revolving Commitment Increases may be made by any existing Lender or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”); provided that the relevant Persons under Section 9.04(b) has consented (in each case, (ivnot to be unreasonably withheld or delayed) no Revolving to such Lender’s or Additional Lender’s Revolving Commitment shall Increase, if such consent would be increased without required under Section 9.04(b) for an assignment of Revolving Loans to such Revolving Lender or Additional Lender’s prior written consent (which consent may be given or withheld in . The Arranger agrees, upon the request of the Lead Borrower and pursuant to mutually satisfactory engagement and compensation arrangements, to use their commercially reasonable efforts to obtain any Additional Lenders to make any such Revolving Lender’s sole and absolute discretion) and (v) the only requested Revolving Commitment Increase Increase; provided that may occur on or after the Tenth Amendment Effective Date is Arranger’s agreement to use such efforts does not constitute a single commitment to provide any such requested Revolving Commitment Increase in an aggregate amount not exceeding $200,000,000 on (and subject to the occurrence of) the Eleventh Amendment Effective Date. The foregoing clause (i) and the following Section 2.10(b) and Section 2.10(e) shall not be applicable to the 2014 Revolving Commitment Increase and the only conditions to the 2014 Revolving Commitment Increase shall be those conditions set forth in Section 4 of the Eleventh AmendmentIncrease.

Appears in 1 contract

Samples: Revolving Loan Credit Agreement (Forum Merger Corp)

Revolving Commitment Increase. (a) Notwithstanding anything to the contrary in Section 12.1, subject to the terms and conditions set forth herein, the The Borrower shall have the right may from time to timetime after the Closing Date, by notice to cause an increase the Administrative Agent, request one or more increases in the Revolving Commitments amount of the Revolving Lenders Credit Commitments (each such increase, a “Revolving Commitment Increase”) by adding ); provided that both at the time of any such request and upon the effectiveness of any Revolving Commitment Amendment referred to below, no Default or Event of Default shall exist and the Borrower shall be in Pro Forma Financial Covenant Compliance. Each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Revolving Commitment Increases shall not exceed $50,000,000. Each notice from the Borrower pursuant to this Agreement one or more additional Eligible Assignees that are not already Section shall set forth the requested amount and proposed effective date of the relevant Revolving Lenders hereunder Commitment Increase. Revolving Commitment Increases may be provided by any existing Lender (and that are each existing Revolving Credit Lender will have the right, but no obligation, to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.24 and otherwise on terms reasonably satisfactory acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Revolving Credit Lender”); provided that the Administrative Agent, the Borrower and each Issuing Bank shall have consented (not to be unreasonably withheld, delayed or conditioned) to such Lender’s or Additional Revolving Credit Lender’s making such Revolving Commitment Increase if such consent would be required under Section 9.04(b) for an assignment of Revolving Credit Commitments, as applicable, to such Lender or Additional Revolving Credit Lender. Revolving Commitment Increases shall become Revolving Credit Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (a “Revolving Commitment Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Facing Lender agreeing to provide such Commitment, if any, each Additional Revolving Credit Lender, if any, and the Administrative Agent. The Revolving Commitment Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Swing Line Lender (eachBorrower, a “New Revolving Lender”) or by allowing one or more existing Revolving Lenders to increase their respective Revolving Commitments; provided that (i) both before and immediately after giving effect to such the provisions of this Section. The effectiveness of any Revolving Commitment Increase, no Event Amendment shall be subject to the satisfaction on the date thereof of Default each of the conditions set forth in Section 4.01 (it being understood that all references to “the date of each Borrowing” or Unmatured Event of Default similar language in such Section 4.01 shall have occurred and be continuing as of deemed to refer to the effective date of such Revolving Commitment Amendment) and such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Revolving Commitment Increases solely for general corporate purposes of the Borrower and its Subsidiaries. No Lender shall be obligated to provide any Revolving Commitment Increases unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (such dateeach, the a “Revolving Commitment Increase DateLender)) in respect of such increase, (ii) no and each such Revolving Commitment Increase shall Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in an amount less than $10,000,000 outstanding Letters of Credit such that (unless the aggregate amount of the Revolving Commitments then in effect is greater than $390,000,000), (iiia) after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Credit Lender (including each such Revolving Commitment Increase, Increase Lender) will equal the percentage of the aggregate amount Revolving Credit Commitments of the all Revolving Commitments shall not exceed $600,000,000, (iv) no Credit Lenders represented by such Revolving Credit Lender’s Revolving Commitment shall be increased without Credit Commitment, and (b) if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Lender’s Loans shall on or prior written consent (which consent may be given or withheld in to the effectiveness of such Revolving Lender’s sole and absolute discretion) and (v) the only Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid. The Administrative Agent and the Lenders hereby agree that may occur on or after the Tenth Amendment Effective Date is a single Revolving Commitment Increase minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in an aggregate amount this Agreement shall not exceeding $200,000,000 on (and subject apply to the occurrence of) the Eleventh Amendment Effective Date. The foregoing clause (i) and the following Section 2.10(b) and Section 2.10(e) shall not be applicable transactions effected pursuant to the 2014 Revolving Commitment Increase and the only conditions to the 2014 Revolving Commitment Increase shall be those conditions set forth in Section 4 of the Eleventh Amendmentimmediately preceding sentence.

Appears in 1 contract

Samples: Credit Agreement (Atp Oil & Gas Corp)

Revolving Commitment Increase. (a) Notwithstanding anything to the contrary in Section 12.1, subject to the terms and conditions set forth herein, the The Borrower shall have the right may at any time or from time to timetime after the First Amendment Effective Date, by notice to cause an increase the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more increases in the amount of any Class of Revolving Credit Commitments of the Revolving Lenders (each such increase, a “Revolving Commitment Increase”) by adding to this Agreement one or more additional Eligible Assignees that are not already Revolving Lenders hereunder and that are reasonably satisfactory to the Administrative Agent, each Facing Agent and the Swing Line Lender (each, a “New Revolving Lender”) or by allowing one or more existing Revolving Lenders to increase their respective Revolving Commitments); provided that subject to the Limited Condition Acquisition provisions, at the time of any such Revolving Commitment Increase (i) both before and immediately after giving effect to such thereto), no Default or Event of Default (or, in the case of any Revolving Commitment IncreaseIncrease to be used to fund a Limited Condition Acquisition, no Event of Default under Section 10.1(a) or Unmatured Event of Default shall have occurred and be continuing Section 10.1(f) as of the effective date of such Revolving Commitment Increase (such date, the “Revolving Commitment Increase Transaction Agreement Date”), (ii) no such shall exist. Each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 20,000,000 (unless the aggregate provided that such amount of the Revolving Commitments then in effect is greater may be less than $390,000,00020,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence), (iii) after giving effect . Notwithstanding anything to such Revolving Commitment Increasethe contrary herein, the aggregate amount of the Revolving Commitments Commitment Increases shall not exceed $600,000,000150,000,000 (the “Incremental Availability”), and the Borrower may make a maximum of five (iv5) such requests. Each notice from the Borrower pursuant to this Section 2.15 shall set forth the requested amount and proposed terms of the relevant Revolving Commitment Increases. Revolving Commitment Increases may be provided by any existing Revolving Credit Lender (it being understood that no existing Revolving Credit Lender will have an obligation to provide a portion of any Revolving Commitment Increase), in each case on terms permitted in this Section 2.15 and otherwise on terms reasonably acceptable to the Administrative Agent or by any other Person constituting an Eligible Assignee (any such other Person being called an “Additional Lender”), provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s providing such Revolving Commitment Increases if such consent would be required under Section 12.2(b) for an assignment of Loans or Revolving Credit Commitments to such Lender or Additional Lender. Revolving Credit Commitments in respect of Revolving Commitment Increases shall be increased without such become Revolving Lender’s prior written consent Credit Commitments (which consent may be given or withheld in such Revolving Lender’s sole and absolute discretion) and (v) the only case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Revolving Credit Lender agreeing to provide such Revolving Credit Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Effective Date”) of each of the conditions set forth in Section 4.2 (it being understood that may occur on all references to “the date of such Loan or after Issuance” or similar language in such Section 4.2 shall be deemed to refer to the Tenth Amendment Effective Date is a single effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The representations and warranties contained in the Loan Documents (or, in the case of any Revolving Commitment Increase in an aggregate amount not exceeding $200,000,000 on used to fund a Permitted Acquisition or similar permitted Investment (and subject to including any Limited Condition Acquisition), the occurrence of) the Eleventh Amendment Effective Date. The foregoing clause (i) and the following Section 2.10(b) and Section 2.10(eSpecified Representations) shall not be applicable accurate in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) before and after the 2014 Revolving Commitment Increase effectiveness of any Incremental Amendment referred to below and the only conditions to the 2014 any Revolving Commitment Increase shall be documented as an increase to the Revolving Facility and shall be on terms identical to those conditions set forth applicable to the Revolving Facility, except with respect to any commitment, arrangement, upfront or similar fees that may be agreed to among the Borrower and the lenders agreeing to participate in such Revolving Commitment Increase. The Borrower shall use Revolving Commitment Increases only as permitted pursuant to Section 4 8.9 hereof. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.15, (x) each Revolving Credit Lender of the Eleventh Amendmentapplicable Class immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Credit Lender providing a portion of the Revolving Commitment Increase of the applicable Class (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Xxxxxx’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit, (ii) participations hereunder in Swing Loans held by each Revolving Credit Lender of the applicable Class and (iii) participations in Protective Advances held by each Revolving Credit Lender of the applicable Class (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders of such Class represented by such Xxxxxx’s Revolving Credit Commitment and (y) if, on the date of such increase, there are any Revolving Loans of such Class outstanding, such Revolving Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans of such Class made hereunder (reflecting such increase in Revolving Credit Commitments of such Class), which prepayment shall be accompanied by accrued interest on the Revolving Loans of such Class being prepaid and any costs incurred by any Revolving Credit Lender in accordance with Section 3.5. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Appears in 1 contract

Samples: Credit Agreement (JOANN Inc.)

Revolving Commitment Increase. (a) Notwithstanding anything to the contrary in Section 12.1, subject to the terms and conditions set forth herein, the Borrower shall have the right The Borrowers may at any time or from time to timetime after the Closing Date, by notice to cause an increase the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more increases in the amount of any Class of Revolving Credit Commitments of the Revolving Lenders (each such increase, a “Revolving Commitment Increase”) by adding to this Agreement one or more additional Eligible Assignees that are not already Revolving Lenders hereunder and that are reasonably satisfactory to the Administrative Agent, each Facing Agent and the Swing Line Lender (each, a “New Revolving Lender”) or by allowing one or more existing Revolving Lenders to increase their respective Revolving Commitments); provided that (i) both before and immediately after giving effect upon the effectiveness of any Incremental Amendment referred to such Revolving Commitment Increasebelow, no Event of Default or Unmatured Event of Default shall have occurred and be continuing as of the effective date of such Revolving Commitment Increase (such date, the “Revolving Commitment Increase Date”), (ii) no such exist. Each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 (unless the aggregate provided that such amount of the Revolving Commitments then in effect is greater may be less than $390,000,00010,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence), (iii) after giving effect . Notwithstanding anything to such Revolving Commitment Increasethe contrary herein, the aggregate amount of the Revolving Commitments Commitment Increases shall not exceed $600,000,0005035,000,000. Each notice from the Borrowers pursuant to this Section shall set forth the requested amount of the relevant Revolving Commitment Increases. Revolving Commitment Increases may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide a portion of any Revolving Commitment Increase), in each case on terms permitted in this Section 2.15, or by any other bank or other financial institution or institutional lender or investor (ivany such other bank or other financial institution or institutional lender or investor being called an “Additional Lender”), provided that the Administrative Agent, each L/C Issuer and the Swing Line Lender shall have consented (in each case, such consent not to be unreasonably withheld) no Revolving to such Lender’s or Additional Lender’s providing such Revolving Commitment Increases if such consent by the Administrative Agent, the applicable L/C Issuer and the Swing Line Lender, as the case may be, would be required under Section 10.07(b)(i)(B) for an assignment of Loans or Revolving Credit Commitments to such Lender or Additional Lender. Revolving Credit Commitments in respect of Revolving Commitment Increases shall be increased without such become Revolving Lender’s prior written consent Credit Commitments (which consent may be given or withheld in such Revolving Lender’s sole and absolute discretion) and (v) the only case of a Revolving Commitment Increase that to be provided by an existing Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrowers, each Lender agreeing to provide such Revolving Credit Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may occur on be necessary or after appropriate, in the Tenth reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section. The effectiveness of any Incremental Amendment Effective Date is a single Revolving Commitment Increase in an aggregate amount not exceeding $200,000,000 on (and shall be subject to the occurrence of) satisfaction on the Eleventh Amendment Effective Date. The foregoing clause date thereof of each of the conditions set forth in Section 4.02 (iit being understood that all references to “the date of such Loan or L/C Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the following Section 2.10(b) and Section 2.10(e) parties thereto shall not be applicable to the 2014 Revolving Commitment Increase and the only conditions to the 2014 agree. Any Revolving Commitment Increase shall be documented as an increase to the Facility and shall be on terms identical to those conditions set forth applicable to the Facility, except with respect to any commitment, arrangement, upfront or similar fees that may be agreed to among the Borrowers and the lenders agreeing to participate in such Revolving Commitment Increase. The Borrowers shall use Revolving Commitment Increases for any purpose not prohibited by this Agreement. Upon each increase in the Revolving Credit Commitments pursuant to this Section 4 2.15, (x) each Lender of the Eleventh Amendmentapplicable Class immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase of the applicable Class (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit, (ii) participations hereunder in Swing Loans held by each Lender of the applicable Class and (iii) participations in Protective Advances held by each Lender of the applicable Class (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Lenders of such Class represented by such Lender’s Revolving Credit Commitment and (y) if, on the date of such increase, there are any Revolving Loans of such Class outstanding, such Revolving Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans of such Class made hereunder (reflecting such increase in Revolving Credit Commitments of such Class), which prepayment shall be accompanied by accrued interest on the Revolving Loans of such Class being prepaid and any costs incurred by any Lender in accordance with Section 3.5. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Appears in 1 contract

Samples: Abl Credit Agreement (Cole Haan, Inc.)

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