Common use of Revolving Credit Commitment Increase Clause in Contracts

Revolving Credit Commitment Increase. (a) Each Lender (each an “Incremental Lender”) party to this Amendment hereby severally agrees to provide the Revolving Credit Commitment Increase set forth opposite its name on Annex A attached hereto (the “Third Amendment Incremental Commitments”). The Third Amendment Incremental Commitments (i) shall be an increase to the Revolving Credit Commitments provided on the Closing Date, (ii) shall be subject to all of the terms and conditions set forth in the Existing Credit Agreement (including Section 2.25 thereof), (iii) shall have terms identical to the terms of the initial Revolving Credit Commitments and (iv) shall remain in effect through the Third Amendment Commitment Termination Date (as defined in the Amended Credit Agreement). 472780/217907 - 8077384.4 (b) Each Incremental Lender, the Borrowers, Guarantors, the Agent and the Co-Collateral Agents acknowledge and agree that the Third Amendment Incremental Commitments shall constitute a Revolving Credit Commitment Increase pursuant to Section 2.25 of the Existing Agreement and, upon the Third Amendment Effective Date (as defined below), the Third Amendment Incremental Commitments of each Incremental Lender shall be added to (and thereafter become a part of), the Revolving Credit Commitment of such Incremental Lender through the Third Amendment Commitment Termination Date. Each Incremental Lender, the Borrowers, Guarantors, Agent and the Co-Collateral Agents further agree that, with respect to the Third Amendment Incremental Commitments provided by each Incremental Lender pursuant to this Agreement, such Incremental Lender shall receive from the Borrowers such upfront fees, and/or other fees, if any, as may be separately agreed to in writing with the Borrowers and the Agent, all of which fees shall be due and payable to such Incremental Lender on the terms and conditions set forth in each such separate agreement. (c) The Borrowers represent and warrant that (i) the conditions set forth in Section 2.25 of the Existing Agreement with respect to the effectiveness of any Revolving Commitment Increase are satisfied with respect to the Third Amendment Incremental Commitments on the Third Amendment Effective Date, (ii) the Third Amendment Incremental Commitments are permitted under Section 2.25 of the Amended Credit Agreement and (iii) the Third Amendment Incremental Commitments are permitted under the Term Loan Credit Agreement and the Intercreditor Agreement, subject to Term Loan Agent’s consent contained in the Acknowledgment and Consent attached hereto.

Appears in 1 contract

Samples: Credit Agreement (Astronics Corp)

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Revolving Credit Commitment Increase. (a) Each Revolving Credit Lender who agrees to increase its Revolving Credit Commitments in connection with this Amendment (each an “Incremental Upsizing Revolving Credit Lender”) party to this Amendment hereby severally severally, but not jointly, agrees to provide Revolving Credit Commitments in an aggregate principal amount equal to $100,000,000 (the “Upsized Revolving Credit Commitments”) for a Revolving Credit Commitment increase (the “Revolving Credit Commitment Increase”) so that, effective as of the Amendment Effective Date, its Revolving Credit Commitments under the Revolving Credit Commitment Increase Facility shall be as set forth opposite its name on Annex A attached hereto Schedule 2.01 to the Amended Credit Agreement. (b) As of the “Third Amendment Incremental Effective Date, after giving effect to the incurrence of the Upsized Revolving Credit Commitments”). The Third Amendment Incremental Commitments (i) shall be an increase to , the aggregate principal amount of the Revolving Credit Commitments provided on pursuant to the Closing Date, (ii) Amended Credit Agreement shall be subject to all $500,000,000. For the avoidance of doubt, the terms and conditions set forth in the Existing Credit Agreement (including Section 2.25 thereof), (iii) shall have terms identical to the terms of the initial Upsized Revolving Credit Commitments and (iv) shall remain in effect through the Third Amendment Commitment Termination Date (are not being incurred as defined in Incremental Revolving Commitments pursuant to Section 2.14 of the Amended Credit Agreement). 472780/217907 - 8077384.4 (b) Each Incremental Lender, the Borrowers, Guarantors, the Agent and the Co-Collateral Agents acknowledge and agree that the Third Amendment Incremental Commitments shall constitute a Revolving Credit Commitment Increase pursuant to Section 2.25 of the Existing Agreement and, upon the Third Amendment Effective Date (as defined below), the Third Amendment Incremental Commitments of each Incremental Lender shall be added to (and thereafter become a part of), the Revolving Credit Commitment of such Incremental Lender through the Third Amendment Commitment Termination Date. Each Incremental Lender, the Borrowers, Guarantors, Agent and the Co-Collateral Agents further agree that, with respect to the Third Amendment Incremental Commitments provided by each Incremental Lender pursuant to this Agreement, such Incremental Lender shall receive from the Borrowers such upfront fees, and/or other fees, if any, as may be separately agreed to in writing with the Borrowers and the Agent, all of which fees shall be due and payable to such Incremental Lender on the terms and conditions set forth in each such separate agreement. (c) The Borrowers represent Administrative Agent will take those steps which it deems, in its sole discretion and warrant that in consultation with the Borrowers, necessary and appropriate to cause each Revolving Credit Lender (iincluding the Upsizing Revolving Credit Lenders) to hold outstanding Revolving Credit Loans and participation interests in outstanding Letters of Credit and Swing Line Loans ratably based on its pro rata share under the conditions set forth in Section 2.25 of the Existing Agreement with respect Revolving Credit Facility immediately after giving effect to the effectiveness of any Revolving Credit Commitment Increase. (d) Each Revolving Credit Lender immediately prior to the Revolving Credit Commitment Increase are satisfied with respect will automatically and without further act be deemed to the Third Amendment Incremental Commitments on the Third Amendment Effective Datehave assigned to each existing Revolving Credit Lender and each Upsized Revolving Credit Lender, (ii) the Third Amendment Incremental Commitments are permitted and each Upsized Revolving Credit Lender will automatically and without further act be deemed to have assumed a portion of such Revolving Credit Lender’s participation interests under Section 2.25 of the Amended Credit Agreement in outstanding Letters of Credit and (iii) the Third Amendment Incremental Commitments are permitted under the Term Loan Credit Agreement and the Intercreditor Agreement, subject to Term Loan Agent’s consent contained in the Acknowledgment and Consent attached heretoSwing Line Loans.

Appears in 1 contract

Samples: Credit Agreement (ACCO BRANDS Corp)

Revolving Credit Commitment Increase. (a) Each Lender (each an “Incremental Lender”) party Subject to this Amendment hereby severally agrees to provide the Revolving Credit Commitment Increase set forth opposite its name on Annex A attached hereto (the “Third Amendment Incremental Commitments”). The Third Amendment Incremental Commitments (i) shall be an increase to the Revolving Credit Commitments provided on the Closing Date, (ii) shall be subject to all of the terms and conditions set forth herein, the Borrower shall have the right to request, by written notice to the Administrative Agent, an increase in the Existing Credit Agreement (including Section 2.25 thereof), (iii) shall have terms identical to the terms of the initial Revolving Credit Commitments hereunder (each, a “Revolving Credit Commitment Increase”) in an aggregate amount such that, after giving effect to any such Revolving Credit Commitment Increase, the aggregate principal amount of all then effective Revolving Credit Commitments does not exceed $465,000,000; provided that (i) any Revolving Credit Commitment Increase shall be on the same terms and pursuant to the documentation applicable to the Revolving Credit Commitments, except with respect to any commitment, arrangement, upfront or similar fees that may be agreed to among the Borrower and the Increase Loan Lenders and (ivii) any Revolving Credit Commitment Increase shall remain be in effect through a minimum amount of $10,000,000 (and increments of $1,000,000 above $10,000,000) or, if less than $10,000,000 is available, the Third Amendment Commitment Termination Date (as defined in the Amended Credit Agreement). 472780/217907 - 8077384.4amount left available. (b) Each Incremental Lender, the Borrowers, Guarantors, the Agent and the Co-Collateral Agents acknowledge and agree that the Third Amendment Incremental Commitments shall constitute notice submitted pursuant to this Section 2.23 (a “Revolving Credit Commitment Increase Notice”) requesting a Revolving Credit Commitment Increase pursuant to Section 2.25 shall specify the amount of the Existing Agreement and, upon increase in the Third Amendment Effective Date (as defined below)Revolving Credit Commitments being requested. Upon receipt of a Revolving Credit Commitment Increase Notice, the Third Amendment Incremental Commitments Administrative Agent may (at the direction of the Borrower) promptly notify the applicable Lenders and each Incremental such Lender shall be added may have the right to elect to have its Revolving Credit Commitment increased by its pro rata share according to its Revolving Credit Percentage in effect on the date (it being understood and thereafter become agreed that (x) a part of)Lender may elect to have its Revolving Credit Commitment increased in excess of its pro rata share according to its Revolving Credit Percentage in effect on the date, in its discretion if any other Lender declines to participate in the Revolving Credit Commitment Increase and (y) the Borrower may elect to offer, or consent to, an increase in the Revolving Credit Commitments of any Lender on a basis that is less than its pro rata share according to its Revolving Credit Percentage in effect on the date) of the requested increase in Revolving Credit Commitments; provided that (i) each Lender may elect or decline, in its sole discretion, to have its Revolving Credit Commitment increased in connection with any requested Revolving Credit Commitment Increase, it being understood that no Lender shall be obligated to increase its Revolving Credit Commitment unless it, in its sole discretion, so agrees and, if a Lender fails to respond to any Revolving Credit Commitment Increase Notice within ten (10) Business Days after such Xxxxxx’s receipt of such Incremental request, such Lender through shall be deemed to have declined to participate in such Revolving Credit Commitment Increase; (ii) if any Lender declines to participate in any Revolving Credit Commitment Increase and, as a result, commitments from additional financial institutions are required in connection with the Third Amendment Revolving Credit Commitment Termination DateIncrease, any Person or Persons providing such commitment (such additional financial institutions “Additional Lenders”) shall be subject to the written consent of the Administrative Agent (not to be unreasonably withheld); and (iii) in no event shall a Defaulting Lender be entitled to participate in such Revolving Credit Commitment Increase. Each Incremental In the event that any Lender or other Person agrees to participate in any Revolving Credit Commitment Increase (each an “Increase Loan Lender”), such Revolving Credit Commitment Increase shall become effective on such date as shall be mutually agreed upon by the Increase Loan Lenders and the Borrower, which date shall be as soon as practicable after the date of receipt of the Revolving Credit Commitment Increase Notice (such date, the Borrowers“Increase Date”); provided that the establishment of such Revolving Credit Commitment Increase shall be subject to the satisfaction of each of the following conditions: (1) no Default or Event of Default shall have occurred and be continuing on such date or would exist after giving effect thereto; (2) the Revolving Credit Commitment Increase shall be effected pursuant to one or more joinder agreements executed and delivered by the Borrower, Guarantorsthe Administrative Agent, and the Increase Loan Lenders, each of which shall be reasonably satisfactory to the Borrower, the Administrative Agent, and the Increase Loan Lenders; (3) the Borrower shall execute and deliver or cause to be executed and delivered to the Administrative Agent, to the extent required by any Additional Lenders providing such Revolving Credit Commitment Increases, customary closing certificates, legal opinions, good standing certificates, resolutions and organizational documents of the type and form delivered on the Closing Date; (4) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date; provided that, (x) to the extent that any such representation or warranty relates to a specific earlier date, they shall be true and correct in all material respects as of such earlier date and (y) to the extent that any such representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; and (5) the Borrower shall have paid to the Administrative Agent and the Co-Collateral Agents further agree thatIncrease Loan Lenders agreed fees and expenses in connection with any such Revolving Credit Commitment Increase, with respect to the Third Amendment Incremental Commitments provided by each Incremental Lender pursuant extent invoices have been received on or prior to this Agreement, such Incremental Lender shall receive from the Borrowers such upfront fees, and/or other fees, if any, as may be separately agreed to in writing with the Borrowers and the Agent, all of which fees shall be due and payable to such Incremental Lender on the terms and conditions set forth in each such separate agreementproposed Increase Date. (c) The Borrowers represent and warrant that (i) On the Increase Date, upon fulfillment of the conditions set forth in this Section 2.25 2.23, (i) the Administrative Agent shall effect a settlement of all outstanding Loans among the Lenders that will reflect the adjustments to the Revolving Credit Commitments of the Existing Agreement with respect to Lenders as a result of the effectiveness of any Revolving Credit Commitment Increase are satisfied with respect to the Third Amendment Incremental Commitments on the Third Amendment Effective DateIncrease, (ii) the Third Amendment Incremental Commitments are permitted under Section 2.25 Administrative Agent shall notify the Lenders and Loan Parties of the Amended occurrence of the Revolving Credit Agreement and Commitment Increase to be effected on the Increase Date, (iii) Annex A shall be deemed modified to reflect the Third Amendment revised Revolving Credit Commitments of the affected Lenders and (iv) Notes will be issued, at the expense of the Borrower, to any Lender participating in the Revolving Credit Commitment Increase and requesting a Note. (d) Each joinder agreement and any amendment to any Loan Document requested by the Administrative Agent in connection with the establishment of the Revolving Credit Commitment Increase may, without the consent of any of the Lenders, effect such amendments to this Agreement (an “Incremental Commitments are permitted under the Term Loan Revolving Credit Agreement Commitment Agreement”) and the Intercreditor Agreementother Loan Documents as may be reasonably necessary or appropriate, subject to Term Loan Agent’s consent contained in the Acknowledgment opinion of the Administrative Agent and Consent attached heretothe Borrower, to effect the provisions of this Section 2.23.

Appears in 1 contract

Samples: Credit Agreement (FS Credit Real Estate Income Trust, Inc.)

Revolving Credit Commitment Increase. (a) Each Lender (The commitments under each an “Incremental Lender”) party to this Amendment hereby severally agrees to provide the Revolving Credit Commitment Increase set forth opposite its name on Annex A attached hereto (the “Third Amendment Incremental Commitments”). The Third Amendment Incremental Commitments (i) shall be an increase deemed for all purposes part of the Revolving Credit Commitments, (ii) each Lender or Eligible Assignee participating in such Revolving Credit Commitment Increase shall become a Revolving Credit Lender with respect to the Revolving Credit Commitments provided on the Closing Date, (ii) shall be subject to and all of the terms and conditions set forth in the Existing Credit Agreement (including Section 2.25 thereof), (iii) shall have terms identical to the terms of the initial Revolving Credit Commitments and (iv) shall remain in effect through the Third Amendment Commitment Termination Date (as defined in the Amended Credit Agreement). 472780/217907 - 8077384.4 (b) Each Incremental Lender, the Borrowers, Guarantors, the Agent and the Co-Collateral Agents acknowledge and agree that the Third Amendment Incremental Commitments shall constitute a Revolving Credit Commitment Increase pursuant to Section 2.25 of the Existing Agreement and, upon the Third Amendment Effective Date (as defined below), the Third Amendment Incremental Commitments of each Incremental Lender shall be added to (and thereafter become a part of), the Revolving Credit Commitment of such Incremental Lender through the Third Amendment Commitment Termination Date. Each Incremental Lender, the Borrowers, Guarantors, Agent and the Co-Collateral Agents further agree that, with respect to the Third Amendment Incremental Commitments provided by each Incremental Lender pursuant to this Agreement, such Incremental Lender shall receive from the Borrowers such upfront fees, and/or other fees, if any, as may be separately agreed to in writing with the Borrowers and the Agent, all of which fees shall be due and payable to such Incremental Lender on the terms and conditions set forth in each such separate agreement. (c) The Borrowers represent and warrant that (i) the conditions set forth in Section 2.25 of the Existing Agreement with respect to the effectiveness of any Revolving Commitment Increase are satisfied with respect to the Third Amendment Incremental Commitments on the Third Amendment Effective Date, (ii) the Third Amendment Incremental Commitments are permitted under Section 2.25 of the Amended Credit Agreement matters relating thereto and (iii) the Third Amendment Incremental commitments under each Revolving Credit Commitment Increase shall have the same terms and conditions as the Revolving Credit Commitments. On the Facility Extension Date for any Revolving Credit Commitment Increase, each Lender or Eligible Assignee participating in such Revolving Credit Commitment Increase shall purchase and assume from each existing Revolving Credit Lender having Revolving Loans and participations in Letters of Credit and Swing Loans outstanding on such Facility Increase Extension Date, without recourse or warranty, an undivided interest and participation, to the extent of such Lender's Ratable Portion of the new Revolving Credit Commitments are permitted under the Term Loan (after giving effect to such Revolving Credit Agreement and the Intercreditor AgreementCommitment Increase), subject to Term Loan Agent’s consent contained in the Acknowledgment aggregate outstanding Revolving Loans and Consent attached heretoparticipations in Letters of Credit and Swing Loans, so as to ensure that, on the Facility Increase Extension Date after giving effect to such Revolving Credit Commitment Increase, each Revolving Lender is owed only its Ratable Portion of the Revolving Loans and participations in Letters of Credit and Swing Loans outstanding on such Incremental Credit Extension Date. If the effective economic yield (including applicable margins, fees and original issue discount) for any Revolving Credit Commitment Increase exceeds the effective economic yield (including applicable margins, fees and original issue discount) for the Revolving Credit Facility, the Applicable Margins for the Revolving Credit Facility shall be increased by such excess.

Appears in 1 contract

Samples: Credit Agreement (Datapath Inc)

Revolving Credit Commitment Increase. (a) At any time prior to the Revolving Credit Maturity Date, the Borrower may by written notice to the Administrative Agent elect to request increases in the Revolving Credit Commitments (any such increase, “Revolving Credit Commitment Increase”); provided that (i) the total aggregate amount for all such Revolving Credit Commitment Increases shall not (as of any date of incurrence thereof) exceed an amount equal to the sum of (A) $150,000,000 less (B) the aggregate principal amount of all prior and simultaneous Incremental Term Loans made pursuant to Section 5.15 and (ii) the principal amount of each Revolving Credit Commitment Increase shall not be less than $10,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (i). Each Lender such notice shall specify the date (each each, an “Incremental LenderIncreased Amount Date”) party on which the Borrower proposes that any Revolving Credit Commitment Increase shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to this Amendment hereby severally agrees Administrative Agent. The then current Revolving Credit Lenders shall have the first option to provide a portion of the Revolving Credit Commitment Increase set forth opposite its name on Annex A attached hereto (in accordance with their respective existing Revolving Credit Commitment Percentages), and to the “Third Amendment Incremental Commitments”). The Third Amendment Incremental Commitments extent that, within five (i5) shall be an increase Business Days of such request, the requested Revolving Credit Commitment Increase is not fully subscribed, the Borrower may invite any Affiliate of any Lender, any Approved Fund and/or any other Person reasonably satisfactory to the Administrative Agent (together with each current Revolving Credit Lender providing a portion of the Revolving Credit Commitments provided on Commitment Increase, the Closing Date“Increasing Revolving Lenders” and each, (iian “Increasing Revolving Lender”) shall be subject to all provide the remaining portion of the terms and conditions set forth in the Existing Credit Agreement (including Section 2.25 thereof), (iii) shall have terms identical to the terms of the initial Revolving Credit Commitments and (iv) shall remain Commitment Increase. Any Increasing Revolving Lender offered or approached to provide all or a portion of any Revolving Credit Commitment Increase may elect or decline, in effect through the Third Amendment its sole discretion, to provide such Revolving Credit Commitment Termination Date (as defined in the Amended Credit Agreement). 472780/217907 - 8077384.4Increase. (b) Each Incremental Lender, the Borrowers, Guarantors, the Agent and the Co-Collateral Agents acknowledge and agree that the Third Amendment Incremental Commitments shall constitute a Any Revolving Credit Commitment Increase shall become effective as of such Increased Amount Date; provided that: (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Revolving Credit Commitment Increase and (ii) the Administrative Agent and the Revolving Credit Lenders shall have received from the Borrower an Officer’s Compliance Certificate demonstrating that the Borrower will be in compliance on a Pro Forma Basis with the financial covenants set forth in Article X both before and after giving effect to any Revolving Credit Commitment Increase (and, if applicable, any simultaneous Incremental Term Loan made pursuant to Section 2.25 5.15) and any Extensions of the Existing Agreement and, upon the Third Amendment Effective Date (as defined below), the Third Amendment Incremental Commitments of each Incremental Lender shall be added to (and thereafter become a part of), the Revolving Credit Commitment of such Incremental Lender through the Third Amendment Commitment Termination Date. Each Incremental Lender, the Borrowers, Guarantors, Agent and the Co-Collateral Agents further agree that, with respect to the Third Amendment Incremental Commitments provided by each Incremental Lender pursuant to this Agreement, such Incremental Lender shall receive from the Borrowers such upfront fees, and/or other fees, if any, as may be separately agreed to made in writing with the Borrowers and the Agent, all of which fees shall be due and payable to such Incremental Lender on the terms and conditions set forth in each such separate agreementconnection therewith. (c) The Borrowers represent outstanding Revolving Credit Loans and warrant that Revolving Credit Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated by the Administrative Agent on the applicable Increased Amount Date among the Revolving Credit Lenders (iincluding the Increasing Revolving Lenders providing such Revolving Credit Commitment Increase) in accordance with their revised Revolving Credit Commitment Percentages (and the conditions set forth Revolving Credit Lenders (including the Increasing Revolving Lenders providing such Revolving Credit Commitment Increase) agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required pursuant to Section 5.9 in Section 2.25 connection with such reallocation as if such reallocation were a repayment). (d) Each Revolving Credit Commitment Increase shall be deemed to be a Revolving Credit Commitment for all purposes of this Agreement. (e) Each Revolving Credit Commitment Increase shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Existing Credit Parties and the Limited Guarantor Subsidiary, as applicable, the Administrative Agent and the applicable Increasing Revolving Lenders (which Joinder Agreement with respect to may, without the effectiveness consent of any Revolving Commitment Increase are satisfied with respect other Lenders, effect such amendments to the Third Amendment Incremental Commitments on the Third Amendment Effective Date, (ii) the Third Amendment Incremental Commitments are permitted under Section 2.25 of the Amended Credit Agreement and (iii) the Third Amendment Incremental Commitments are permitted under the Term Loan Credit this Agreement and the Intercreditor Agreementother Loan Documents as may be necessary or appropriate, subject to Term Loan Agent’s consent contained in the Acknowledgment opinion of the Administrative Agent, to effect the provisions of this Section 5.14). (f) The Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Credit Party and Consent attached heretothe Limited Guarantor Subsidiary, as applicable, authorizing such Revolving Credit Commitment Increase) reasonably requested by Administrative Agent in connection with any such transaction.

Appears in 1 contract

Samples: Credit Agreement (DynCorp International LLC)

Revolving Credit Commitment Increase. (a) Each Revolving Credit Lender who agrees to increase its Revolving Credit Commitments in connection with this Amendment (each an “Incremental Upsizing Revolving Credit Lender”) party to this Amendment hereby severally severally, but not jointly, agrees to provide Revolving Credit Commitments in an aggregate principal amount equal to $100,000,000 (the “Upsized Revolving Credit Commitments”) for a Revolving Credit Commitment increase (the “Revolving Credit Commitment Increase”) so that, effective as of the Amendment Effective Date, its Revolving Credit Commitments under the Revolving Credit Commitment Increase Facility shall be as set forth opposite its name on Annex A attached hereto Schedule 2.01 to the Amended Credit Agreement. (b) As of the “Third Amendment Incremental Effective Date, after giving effect to the incurrence of the Upsized Revolving Credit Commitments”). The Third Amendment Incremental Commitments (i) shall be an increase to , the aggregate principal amount of the Revolving Credit Commitments provided on pursuant to the Closing Date, (ii) Amended Credit Agreement shall be subject to all $500,000,000. For the avoidance of doubt, the terms and conditions set forth in the Existing Credit Agreement (including Section 2.25 thereof), (iii) shall have terms identical to the terms of the initial Upsized Revolving Credit Commitments and (iv) shall remain in effect through the Third Amendment Commitment Termination Date (are not being incurred as defined in Incremental Revolving Commitments pursuant to Section 2.14 of the Amended Credit Agreement). 472780/217907 - 8077384.4 (b) Each Incremental Lender, the Borrowers, Guarantors, the Agent and the Co-Collateral Agents acknowledge and agree that the Third Amendment Incremental Commitments shall constitute a Revolving Credit Commitment Increase pursuant to Section 2.25 of the Existing Agreement and, upon the Third Amendment Effective Date (as defined below), the Third Amendment Incremental Commitments of each Incremental Lender shall be added to (and thereafter become a part of), the Revolving Credit Commitment of such Incremental Lender through the Third Amendment Commitment Termination Date. Each Incremental Lender, the Borrowers, Guarantors, Agent and the Co-Collateral Agents further agree that, with respect to the Third Amendment Incremental Commitments provided by each Incremental Lender pursuant to this Agreement, such Incremental Lender shall receive from the Borrowers such upfront fees, and/or other fees, if any, as may be separately agreed to in writing with the Borrowers and the Agent, all of which fees shall be due and payable to such Incremental Lender on the terms and conditions set forth in each such separate agreement. (c) The Borrowers represent Administrative Agent will take those steps which it deems, in its sole discretion and warrant that in consultation with the Borrowers, necessary and appropriate to cause each Revolving Credit Lender (iincluding the Upsizing Revolving Credit Lenders) to hold outstanding Revolving Credit Loans and participation - 7- interests in outstanding Letters of Credit and Swing Line Loans ratably based on its pro rata share under the conditions set forth in Section 2.25 of the Existing Agreement with respect Revolving Credit Facility immediately after giving effect to the effectiveness of any Revolving Credit Commitment Increase. (d) Each Revolving Credit Lender immediately prior to the Revolving Credit Commitment Increase are satisfied with respect will automatically and without further act be deemed to the Third Amendment Incremental Commitments on the Third Amendment Effective Datehave assigned to each existing Revolving Credit Lender and each Upsized Revolving Credit Lender, (ii) the Third Amendment Incremental Commitments are permitted and each Upsized Revolving Credit Lender will automatically and without further act be deemed to have assumed a portion of such Revolving Credit Lender’s participation interests under Section 2.25 of the Amended Credit Agreement in outstanding Letters of Credit and (iii) the Third Amendment Incremental Commitments are permitted under the Term Loan Credit Agreement and the Intercreditor Agreement, subject to Term Loan Agent’s consent contained in the Acknowledgment and Consent attached heretoSwing Line Loans.

Appears in 1 contract

Samples: Credit Agreement

Revolving Credit Commitment Increase. (a) Each Lender (each an “Incremental Lender”) party Any additional bank, financial institution or other entity which the Borrower selects to this Amendment hereby severally agrees to provide the Revolving Credit Commitment Increase set forth opposite its name on Annex A attached hereto (the “Third Amendment Incremental Commitments”). The Third Amendment Incremental Commitments (i) shall be an increase to the Revolving Credit Commitments provided on the Closing Date, (ii) shall be subject to all of the terms and conditions set forth offer participation in the Existing Credit Agreement (including Section 2.25 thereof), (iii) shall have terms identical to the terms of the initial increased Total Revolving Credit Commitments and (iv) shall remain in effect through which elects to become a party to the Third Amendment Commitment Termination Date Amended Credit Agreement (as defined below) and obtain a Revolving Credit Commitment in an amount so offered and accepted by it shall execute a New Lender Supplement with the Borrower, the Administrative Agent, the Swing Line Lender and the Issuing Lenders, substantially in the form of Exhibit B (a “New Lender Supplement”), whereupon such bank, financial institution or other entity (herein called a “New Revolving Credit Lender”) shall become a Revolving Credit Lender for all purposes and to the same extent as if originally a party to the Amended Credit Agreement and shall be bound by and entitled to the benefits of the Amended Credit Agreement). 472780/217907 - 8077384.4 (b) Each Incremental Lender, the Borrowers, Guarantors, the Agent and the Co-Collateral Agents acknowledge and agree that the Third Amendment Incremental Commitments shall constitute a Revolving Credit Commitment Increase pursuant to Section 2.25 of the Existing Agreement and, upon the Third Amendment Effective Date (as defined below), the Third Amendment Incremental Commitments of each Incremental Lender shall be added to (and thereafter become a part of)provided that, the Revolving Credit Commitment of any such Incremental New Revolving Credit Lender through shall be in an amount not less than $5,000,000. (b) Any Revolving Credit Lender that elects to increase its Revolving Credit Commitment shall execute a Revolving Credit Commitment Increase Supplement with the Third Amendment Commitment Termination Date. Each Incremental LenderBorrower, the BorrowersAdministrative Agent, Guarantors, Agent the Swing Line Lender and the Co-Collateral Agents further agree thatIssuing Lenders, substantially in the form of Exhibit C (a “Commitment Increase Supplement”), whereupon such Revolving Credit Lender shall be bound by and entitled to the benefits of the Amended Credit Agreement with respect to the Third Amendment Incremental Commitments provided by each Incremental Lender pursuant to this Agreement, such Incremental Lender shall receive from the Borrowers such upfront fees, and/or other fees, if any, full amount of its Revolving Credit Commitment as may be separately agreed to in writing with the Borrowers and the Agent, all of which fees shall be due and payable to such Incremental Lender on the terms and conditions set forth in each such separate agreementso increased. (c) The Borrowers represent Additional Revolving Credit Loans made on or after the Sixth Amendment Effective Date shall be made pro rata based on the Revolving Credit Percentages in effect on and warrant after the Sixth Amendment Effective Date. In the event that (i) on the conditions set forth in Sixth Amendment Effective Date there is an unpaid principal amount of Base Rate Loans, the Borrower shall make prepayments thereof and borrowings of Base Rate Loans so that, after giving effect thereto, the Base Rate Loans outstanding are held pro rata based on such new Revolving Credit Percentages. In the event that on the Sixth Amendment Effective Date there is an unpaid principal amount of Eurodollar Loans, the Borrower shall make prepayments thereof and borrowings of Eurodollar Loans so that, after giving effect thereto, the Eurodollar Loans outstanding are held pro rata based on such new Revolving Percentages, together with any amounts payable pursuant to Section 2.25 2.19 of the Amended Credit Agreement, if any. The Lenders (which are Revolving Lenders under the Credit Agreement (prior to giving effect to this Amendment), the “Existing Credit Agreement”) hereby waive any requirements for notice of prepayment and minimum amounts of prepayments of Revolving Credit Loans (as defined in the Existing Credit Agreement) under the Existing Credit Agreement with respect to the effectiveness extent such notice or minimum amounts are required under the Existing Credit Agreement. (d) As of any Revolving Commitment Increase are satisfied with respect to the Third Amendment Incremental Commitments on the Third Sixth Amendment Effective Date, (ii) the Third Amendment Incremental Total Revolving Credit Commitments are permitted under Section 2.25 of the Amended Credit Agreement and (iii) the Third Amendment Incremental Commitments are permitted under the Term Loan Credit Agreement and the Intercreditor Agreement, subject shall be increased from $70,000,000 to Term Loan Agent’s consent contained in the Acknowledgment and Consent attached hereto$120,000,000.

Appears in 1 contract

Samples: Credit Agreement (Delek US Holdings, Inc.)

Revolving Credit Commitment Increase. (a) Each Lender (each an “Incremental Lender”) party to this On the Second Amendment hereby severally agrees to provide the Revolving Credit Commitment Increase set forth opposite its name on Annex A attached hereto (the “Third Amendment Incremental Commitments”). The Third Amendment Incremental Commitments (i) shall be an increase to the Revolving Credit Commitments provided on the Closing Effective Date, (ii) shall be subject to all of the terms and conditions set forth in the Existing Credit Agreement (including Section 2.25 thereof), (iii) shall have terms identical to the terms of the initial Revolving Credit Commitments and (iv) shall remain in effect through the Third Amendment Commitment Termination Date (as defined in the Amended Credit Agreement). 472780/217907 - 8077384.4 (b) Each Incremental LenderBorrower, the BorrowersAdministrative Agent, Guarantors, the Agent and the Co-Collateral Agents acknowledge and agree that the Third Amendment Incremental Commitments shall constitute Lenders party hereto hereby effect a Revolving Credit Commitment Increase pursuant to Section 2.25 the terms of Article 3 of the Existing Credit Agreement and(which provisions are not waived, upon amended or modified hereby other than as expressly set forth herein). On the Third Second Amendment Effective Date (as defined below), the Third Amendment Incremental Commitments of each Incremental Lender shall be added and after giving effect to (and thereafter become a part of)such Revolving Credit Commitment Increase, the Revolving Credit Commitment and Revolving Credit Commitment Percentage of such Incremental each Lender through shall be as set forth on Schedule 1A attached hereto which schedule supersedes and replaces Schedule 1A to the Third Amendment Commitment Termination DateExisting Credit Agreement. Each Incremental Lenderof the parties hereto agrees (a) that the review, execution and delivery of this Amendment satisfies the Borrowers, Guarantors, Agent and the Co-Collateral Agents further agree that, with respect to the Third Amendment Incremental Commitments provided by each Incremental Lender pursuant to this Agreement, such Incremental Lender shall receive from the Borrowers such upfront fees, and/or other fees, if any, as may be separately agreed to in writing with the Borrowers and the Agent, all of which fees shall be due and payable to such Incremental Lender on the terms and conditions set forth in each such separate agreement. (c) The Borrowers represent and warrant that (i) the conditions notice requirements set forth in Section 2.25 3.3 of the Existing Credit Agreement, (b) this Amendment is an Incremental Facility Amendment, (c) the Second Amendment Effective Date is the Incremental Commitments Effective Date and the Incremental Facility Closing Date for the Incremental Commitment Increase effected by this Amendment and (d) this Amendment and the revised Schedule 1A attached hereto shall constitute notice from the Administrative Agent pursuant to Section 3.5 of the Existing Credit Agreement with respect as to the effectiveness final allocation of any the Revolving Credit Commitments Increases and the Incremental Commitments Effective Date. The Administrative Agent and each Lender will assign, each Revolving Credit Commitment Increase Lender will assume, and the parties will hereto will take such further actions as are satisfied with respect necessary (if any) in order to give effect to the Third Amendment Incremental Commitments on the Third Amendment Effective Dateassignments, (ii) the Third Amendment Incremental Commitments are permitted under assumptions and reallocations provided for in Section 2.25 3.8 of the Amended Existing Credit Agreement and (iii) the Third Amendment Incremental Commitments are permitted under the Term Loan Credit Agreement and the Intercreditor Agreement, subject to Term Loan Agent’s consent contained in the Acknowledgment and Consent attached hereto.

Appears in 1 contract

Samples: Credit Agreement (NGL Energy Partners LP)

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Revolving Credit Commitment Increase. (a) Each Lender (each an “Incremental Lender”) party to this Amendment hereby severally agrees to provide the Revolving Credit Commitment Increase set forth opposite its name on Annex A B attached hereto (the “Third First Amendment Incremental Commitments”). The Third First Amendment Incremental Commitments (i) shall be an increase to the Revolving Credit Commitments provided on the Closing Date, (ii) shall be subject to all of the terms and conditions set forth in the Existing Credit Agreement (including Section 2.25 thereof), (iii) shall have terms identical to the terms of the initial Revolving Credit Commitments and (iv) shall 472780/217907 - 7956476.3 remain in effect through October 30, 2023 (the Third “First Amendment Commitment Incremental Termination Date (as defined in the Amended Credit AgreementDate”). 472780/217907 - 8077384.4. (b) Each Incremental Lender, the Borrowers, Guarantors, the Agent and the Co-Collateral Agents acknowledge and agree that the Third First Amendment Incremental Commitments shall constitute a Revolving Credit Commitment Increase pursuant to Section 2.25 of the Existing Agreement and, upon the Third First Amendment Effective Date (as defined below), the Third First Amendment Incremental Commitments of each Incremental Lender shall be added to (and thereafter become a part of), the Revolving Credit Commitment of such Incremental Lender through the Third First Amendment Commitment Incremental Termination Date. Each Incremental Lender, the Borrowers, Guarantors, Agent and the Co-Collateral Agents further agree that, with respect to the Third First Amendment Incremental Commitments provided by each Incremental Lender pursuant to this Agreement, such Incremental Lender shall receive from the Borrowers such upfront fees, and/or other fees, if any, as may be separately agreed to in writing with the Borrowers and the Agent, all of which fees shall be due and payable to such Incremental Lender on the terms and conditions set forth in each such separate agreement. (c) The Borrowers represent and warrant that (i) the conditions set forth in Section 2.25 of the Existing Agreement with respect to the effectiveness of any Revolving Commitment Increase are satisfied with respect to the Third First Amendment Incremental Commitments on the Third First Amendment Effective Date, (ii) the Third First Amendment Incremental Commitments are permitted under Section 2.25 of the Amended Credit Agreement and (iii) the Third First Amendment Incremental Commitments are permitted under the Term Loan Credit Agreement and the Intercreditor Agreement, subject to Term Loan Agent’s consent contained in the Acknowledgment and Consent attached hereto.

Appears in 1 contract

Samples: Credit Agreement (Astronics Corp)

Revolving Credit Commitment Increase. (a) Each Lender (each an “Incremental Lender”) party The Borrower may, from time to this Amendment hereby severally agrees time after the Closing Date, request to provide increase the then effective aggregate amount of the Revolving Credit Commitment Increase set forth opposite its name on Annex A attached hereto (the “Third Amendment Incremental Commitments”). The Third Amendment Incremental Commitments ; provided that: (i) shall be an increase to the aggregate amount of all increases in the Revolving Credit Commitments provided on pursuant to this Section 2.04 shall not exceed $50,000,000 and the Closing Date, aggregate amount of any requested increase shall be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.04); (ii) the Borrower and the Guarantors shall execute and deliver such agreements, instruments and documents and take such other actions as may be subject reasonably requested by the Administrative Agent in connection with such increases and at the time of any such proposed increase; (iii) (x) no Default or shall have occurred and be continuing or would occur after giving effect to all such increase and the application of proceeds therefrom and (y) both immediately before and after giving effect to any such increase and the terms application of proceeds therefrom, the representations and conditions warranties of each Loan Party set forth in the Existing Credit Agreement Loan Documents shall be true and correct in all material respects (including Section 2.25 thereofor, if qualified by “materiality,” “Material Adverse Effect” or similar language, in all respects (after giving effect to such qualification)) on and as of the Closing Date; provided that, (iii) shall have terms identical to the terms extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects (or in all respects, as the case may be) as of such earlier date; (iv) the initial increased Revolving Credit Commitments and the Revolving Loans made pursuant thereto shall have the same terms and conditions as the then existing Revolving Credit Commitments and Revolving Loans; (ivv) the Revolving Loans made pursuant to any Revolving Credit Increase thereto shall remain be secured by the Collateral on a pari passu basis with the other Revolving Loans, rank pari passu in effect through right of payment with the Third Amendment Commitment Termination Date other Revolving Loans, and be guaranteed to the same extent as the other Revolving Loans; and (as defined vi) this Section 2.04 shall supersede any provisions in Section 2.13 or 10.01 to the Amended Credit Agreement). 472780/217907 - 8077384.4contrary. (b) Each Incremental Lender, the Borrowers, Guarantors, the Agent and the Co-Collateral Agents acknowledge and agree that the Third Amendment Incremental Commitments shall constitute a Revolving Credit Commitment Increase pursuant to Any request under this Section 2.25 of the Existing Agreement and, upon the Third Amendment Effective Date (as defined below), the Third Amendment Incremental Commitments of each Incremental Lender 2.04 shall be added to (and thereafter become a part of), submitted by the Revolving Credit Commitment of such Incremental Lender through the Third Amendment Commitment Termination Date. Each Incremental Lender, the Borrowers, Guarantors, Agent and the Co-Collateral Agents further agree that, with respect Borrower in writing to the Third Amendment Incremental Commitments provided by each Incremental Lender pursuant Administrative Agent (which shall promptly forward copies to this Agreement, such Incremental Lender shall receive from the Borrowers such upfront fees, and/or other fees, if any, as may be separately agreed to in writing with the Borrowers and the Agent, all of which fees shall be due and payable to such Incremental Lender on the terms and conditions set forth in each such separate agreement. (c) The Borrowers represent and warrant that (i) the conditions set forth in Section 2.25 of the Existing Agreement with respect to the effectiveness of any Revolving Commitment Increase are satisfied with respect to the Third Amendment Incremental Commitments on the Third Amendment Effective Date, (ii) the Third Amendment Incremental Commitments are permitted under Section 2.25 of the Amended Credit Agreement and (iii) the Third Amendment Incremental Commitments are permitted under the Term Loan Credit Agreement and the Intercreditor Agreement, subject to Term Loan Agent’s consent contained in the Acknowledgment and Consent attached hereto.the

Appears in 1 contract

Samples: Abl Credit Agreement (AFG Holdings, Inc.)

Revolving Credit Commitment Increase. (a) Each Lender (each an “Incremental Lender”) party Any additional bank, financial institution or other entity which the Borrower selects to this Amendment hereby severally agrees to provide the Revolving Credit Commitment Increase set forth opposite its name on Annex A attached hereto (the “Third Amendment Incremental Commitments”). The Third Amendment Incremental Commitments (i) shall be an increase to the Revolving Credit Commitments provided on the Closing Date, (ii) shall be subject to all of the terms and conditions set forth offer participation in the Existing Credit Agreement (including Section 2.25 thereof), (iii) shall have terms identical to the terms of the initial increased Total Revolving Credit Commitments and (iv) shall remain in effect through which elects to become a party to the Third Amendment Commitment Termination Date Amended Credit Agreement (as defined below) and obtain a Revolving Credit Commitment in an amount so offered and accepted by it shall execute a New Lender Supplement with the Borrower, the Administrative Agent, the Swing Line Lender and the Issuing Lenders, substantially in the form of Exhibit B (a "New Lender Supplement"), whereupon such bank, financial institution or other entity (herein called a "New Revolving Credit Lender") shall become a Revolving Credit Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of the Amended Credit Agreement). 472780/217907 - 8077384.4 (b) Each Incremental Lender, the Borrowers, Guarantors, the Agent and the Co-Collateral Agents acknowledge and agree that the Third Amendment Incremental Commitments shall constitute a Revolving Credit Commitment Increase pursuant to Section 2.25 of the Existing Agreement and, upon the Third Amendment Effective Date (as defined below), the Third Amendment Incremental Commitments of each Incremental Lender shall be added to (and thereafter become a part of)provided that, the Revolving Credit Commitment of any such Incremental New Revolving Credit Lender through shall be in an amount not less than $5,000,000. (b) Any Revolving Credit Lender that elects to increase its Revolving Credit Commitment shall execute a Revolving Credit Commitment Increase Supplement with the Third Amendment Commitment Termination Date. Each Incremental LenderBorrower, the BorrowersAdministrative Agent, Guarantors, Agent the Swing Line Lender and the Co-Collateral Agents further agree thatIssuing Lenders, substantially in the form of Exhibit C (a "Commitment Increase Supplement"), whereupon such Revolving Credit Lender shall be bound by and entitled to the benefits of the Amended Credit Agreement with respect to the Third Amendment Incremental Commitments provided by each Incremental Lender pursuant to this Agreement, such Incremental Lender shall receive from the Borrowers such upfront fees, and/or other fees, if any, full amount of its Revolving Credit Commitment as may be separately agreed to in writing with the Borrowers and the Agent, all of which fees shall be due and payable to such Incremental Lender on the terms and conditions set forth in each such separate agreementso increased. (c) The Borrowers represent and warrant that (i) the conditions set forth in Section 2.25 of the Existing Agreement with respect to the effectiveness of any Additional Revolving Commitment Increase are satisfied with respect to Credit Loans made on or after the Third Amendment Incremental Commitments Effective Date shall be made pro rata based on the Revolving Credit Percentages in effect on and after the Third Amendment Effective Date. In the event that on the Third Amendment Effective Date there is an unpaid principal amount of Base Rate Loans, the Borrower shall make prepayments thereof and borrowings of Base Rate Loans so that, after giving effect thereto, the Base Rate Loans outstanding are held pro rata based on such new Revolving Credit Percentages. In the event that on the Third Amendment Effective Date there is an unpaid principal amount of Eurodollar Loans, the Borrower shall make prepayments thereof and borrowings of Eurodollar Loans so that, after giving effect thereto, the Eurodollar Loans outstanding are held pro rata based on such new Revolving Percentages, together with any amounts payable pursuant to Section 2.19 of the Amended Credit Agreement, if any. The Lenders (which are Revolving Lenders under the Credit Agreement (prior to giving effect to this Amendment), the "Existing Credit Agreement") hereby waive any requirements for notice of prepayment and minimum amounts of prepayments of Revolving Credit Loans (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to the extent such notice or minimum amounts are required under the Existing Credit Agreement. (d) As of the Third Amendment Effective Date, (ii) the Third Amendment Incremental Total Revolving Credit Commitments are permitted under Section 2.25 of the Amended Credit Agreement and (iii) the Third Amendment Incremental Commitments are permitted under the Term Loan Credit Agreement and the Intercreditor Agreement, subject shall be increased from $40,000,000 to Term Loan Agent’s consent contained in the Acknowledgment and Consent attached hereto$70,000,000.

Appears in 1 contract

Samples: Credit Agreement (Delek US Holdings, Inc.)

Revolving Credit Commitment Increase. (a) Each Lender (each an “Incremental Lender”) party Any additional bank, financial institution or other entity which the Borrower selects to this Amendment hereby severally agrees to provide the Revolving Credit Commitment Increase set forth opposite its name on Annex A attached hereto (the “Third Amendment Incremental Commitments”). The Third Amendment Incremental Commitments (i) shall be an increase to the Revolving Credit Commitments provided on the Closing Date, (ii) shall be subject to all of the terms and conditions set forth offer participation in the Existing Credit Agreement (including Section 2.25 thereof), (iii) shall have terms identical to the terms of the initial increased Total Revolving Credit Commitments and (iv) shall remain in effect through which elects to become a party to the Third Amendment Commitment Termination Date Amended Credit Agreement (as defined below) and obtain a Revolving Credit Commitment in an amount so offered and accepted by it shall execute a New Lender Supplement with the Borrower, the Administrative Agent, the Swing Line Lender and the Issuing Lenders, substantially in the form of Exhibit B (a “New Lender Supplement ”), whereupon such bank, financial institution or other entity (herein called a “New Revolving Credit Lender ”) shall become a Revolving Credit Lender for all purposes and to the same extent as if originally a party to the Amended Credit Agreement and shall be bound by and entitled to the benefits of the Amended Credit Agreement). 472780/217907 - 8077384.4 (b) Each Incremental Lender, the Borrowers, Guarantors, the Agent and the Co-Collateral Agents acknowledge and agree that the Third Amendment Incremental Commitments shall constitute a Revolving Credit Commitment Increase pursuant to Section 2.25 of the Existing Agreement and, upon the Third Amendment Effective Date (as defined below), the Third Amendment Incremental Commitments of each Incremental Lender shall be added to (and thereafter become a part of)provided that, the Revolving Credit Commitment of any such Incremental New Revolving Credit Lender through shall be in an amount not less than $5,000,000. (b) Any Revolving Credit Lender that elects to increase its Revolving Credit Commitment shall execute a Revolving Credit Commitment Increase Supplement with the Third Amendment Commitment Termination Date. Each Incremental LenderBorrower, the BorrowersAdministrative Agent, Guarantors, Agent the Swing Line Lender and the Co-Collateral Agents further agree thatIssuing Lenders, substantially in the form of Exhibit C (a “Commitment Increase Supplement ”), whereupon such Revolving Credit Lender shall be bound by and entitled to the benefits of the Amended Credit Agreement with respect to the Third Amendment Incremental Commitments provided by each Incremental Lender pursuant to this Agreement, such Incremental Lender shall receive from the Borrowers such upfront fees, and/or other fees, if any, full amount of its Revolving Credit Commitment as may be separately agreed to in writing with the Borrowers and the Agent, all of which fees shall be due and payable to such Incremental Lender on the terms and conditions set forth in each such separate agreementso increased. (c) The Borrowers represent Additional Revolving Credit Loans made on or after the Sixth Amendment Effective Date shall be made pro rata based on the Revolving Credit Percentages in effect on and warrant after the Sixth Amendment Effective Date. In the event that (i) on the conditions set forth in Sixth Amendment Effective Date there is an unpaid principal amount of Base Rate Loans, the Borrower shall make prepayments thereof and borrowings of Base Rate Loans so that, after giving effect thereto, the Base Rate Loans outstanding are held pro rata based on such new Revolving Credit Percentages. In the event that on the Sixth Amendment Effective Date there is an unpaid principal amount of Eurodollar Loans, the Borrower shall make prepayments thereof and borrowings of Eurodollar Loans so that, after giving effect thereto, the Eurodollar Loans outstanding are held pro rata based on such new Revolving Percentages, together with any amounts payable pursuant to Section 2.25 2.19 of the Amended Credit Agreement, if any. The Lenders (which are Revolving Lenders under the Credit Agreement (prior to giving effect to this Amendment), the “Existing Credit Agreement with respect ”) hereby waive any requirements for notice of prepayment and minimum amounts of prepayments of Revolving Credit Loans (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to the effectiveness extent such notice or minimum amounts are required under the Existing Credit Agreement. (d) As of any Revolving Commitment Increase are satisfied with respect to the Third Amendment Incremental Commitments on the Third Sixth Amendment Effective Date, (ii) the Third Amendment Incremental Total Revolving Credit Commitments are permitted under Section 2.25 of the Amended Credit Agreement and (iii) the Third Amendment Incremental Commitments are permitted under the Term Loan Credit Agreement and the Intercreditor Agreement, subject shall be increased from $70,000,000 to Term Loan Agent’s consent contained in the Acknowledgment and Consent attached hereto$120,000,000.

Appears in 1 contract

Samples: Credit Agreement (Delek US Holdings, Inc.)

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