Common use of Revolving Credit Commitment Increase Clause in Contracts

Revolving Credit Commitment Increase. (a) Each Revolving Credit Lender who agrees to increase its Revolving Credit Commitments in connection with this Amendment (an “Upsizing Revolving Credit Lender”) hereby 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 Facility shall be as set forth on Schedule 2.01 to the Amended Credit Agreement. (b) As of the Amendment Effective Date, after giving effect to the incurrence of the Upsized Revolving Credit Commitments, the aggregate principal amount of the Revolving Credit Commitments pursuant to the Amended Credit Agreement shall be $500,000,000. For the avoidance of doubt, the Upsized Revolving Credit Commitments are not being incurred as Incremental Revolving Commitments pursuant to Section 2.14 of the Amended Credit Agreement. (c) The Administrative Agent will take those steps which it deems, in its sole discretion and in consultation with the Borrowers, necessary and appropriate to cause each Revolving Credit Lender (including 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 Revolving Credit Facility immediately after giving effect to the Revolving Credit Commitment Increase. (d) Each Revolving Credit Lender immediately prior to the Revolving Credit Commitment Increase will automatically and without further act be deemed to have assigned to each existing Revolving Credit Lender and each Upsized Revolving Credit Lender, 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 the Amended Credit Agreement in outstanding Letters of Credit and Swing Line Loans.

Appears in 1 contract

Samples: Credit Agreement

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Revolving Credit Commitment Increase. (a) Each Revolving Credit Lender who agrees Subject to the terms and conditions set forth herein, the Borrower shall have the right to request, by written notice to the Administrative Agent, an increase its in the Revolving Credit Commitments in connection with this Amendment hereunder (an “Upsizing Revolving Credit Lender”) hereby severallyeach, 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 in an aggregate amount such that, effective as of the Amendment Effective Date, its Revolving Credit Commitments under the Revolving Credit Facility shall be as set forth on Schedule 2.01 to the Amended Credit Agreement. (b) As of the Amendment Effective Date, after giving effect to the incurrence of the Upsized any such Revolving Credit CommitmentsCommitment 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 (ii) any Revolving Credit Commitment Increase shall be in 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 amount left available. (b) Each notice submitted pursuant to this Section 2.23 (a “Revolving Credit Commitment Increase Notice”) requesting a Revolving Credit Commitment Increase shall specify the amount of the increase in the Revolving Credit Commitments being requested. Upon receipt of a Revolving Credit Commitment Increase Notice, the Administrative Agent may (at the direction of the Borrower) promptly notify the applicable Lenders and each such Lender 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 agreed that (x) a 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 request, such Lender 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 Revolving Credit Commitment Increase, 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. 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 “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, the 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 Amended Credit Agreement Loan Documents shall be $500,000,000. For 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 avoidance 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 doubtsuch 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 Upsized Borrower shall have paid to the Administrative Agent and the Increase Loan Lenders agreed fees and expenses in connection with any such Revolving Credit Commitments are not being incurred as Incremental Revolving Commitments pursuant Commitment Increase, to Section 2.14 of the Amended Credit Agreementextent invoices have been received on or prior to the proposed Increase Date. (c) The On the Increase Date, upon fulfillment of the conditions set forth in this Section 2.23, (i) the Administrative Agent shall effect a settlement of all outstanding Loans among the Lenders that will take those steps which it deems, in its sole discretion and in consultation with reflect the Borrowers, necessary and appropriate adjustments to cause each Revolving Credit Lender (including 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 Revolving Credit Facility immediately after giving effect to Commitments of the Lenders as a result of the Revolving Credit Commitment Increase, (ii) the Administrative Agent shall notify the Lenders and Loan Parties of the occurrence of the Revolving Credit Commitment Increase to be effected on the Increase Date, (iii) Annex A shall be deemed modified to reflect the 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 Revolving Credit Lender immediately prior 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 will automatically and may, without further act be deemed the consent of any of the Lenders, effect such amendments to have assigned to each existing this Agreement (an “Incremental Revolving Credit Lender Commitment Agreement”) and each Upsized Revolving Credit Lenderthe other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Administrative Agent and each Upsized Revolving Credit Lender will automatically and without further act be deemed the Borrower, to have assumed a portion effect the provisions of such Revolving Credit Lender’s participation interests under the Amended Credit Agreement in outstanding Letters of Credit and Swing Line Loansthis Section 2.23.

Appears in 1 contract

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

Revolving Credit Commitment Increase. (a) Each Lender (each an “Incremental Lender”) party to this Amendment hereby severally agrees to provide the Revolving Credit Lender who agrees Commitment Increase set forth opposite its name on Annex A attached hereto (the “Second Amendment Incremental Commitments”). The Second Amendment Incremental Commitments (i) shall be an increase to increase its the Revolving Credit Commitments provided on the Closing Date, (ii) shall be subject to all of the terms and conditions set forth in connection with this Amendment the Existing Credit Agreement (an “Upsizing Revolving Credit Lender”including Section 2.25 thereof), and (iii) hereby severally, but not jointly, agrees shall have terms identical to provide Revolving Credit Commitments in an aggregate principal amount equal to $100,000,000 (the “Upsized terms of the initial 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 Facility shall be as set forth on Schedule 2.01 to the Amended Credit Agreement. (b) As Each Incremental Lender, the Borrowers, Guarantors, and Agent acknowledge and agree that the Second Amendment Incremental Commitments shall constitute a Revolving Credit Commitment Increase pursuant to Section 2.25 of the Existing Agreement and, upon the Second Amendment Effective Date, after giving effect to the incurrence of the Upsized Revolving Credit CommitmentsDate (as defined below), the aggregate principal amount Second 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. Each Incremental Lender, the Borrowers, Guarantors, and Agent further agree that, with respect to the Second Amendment Incremental Commitments provided by each Incremental Lender pursuant to this Agreement, such Incremental Lender shall receive from the Amended Credit Agreement 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 $500,000,000. For due and payable to such Incremental Lender on the avoidance of doubt, the Upsized Revolving Credit Commitments are not being incurred as Incremental Revolving Commitments pursuant to Section 2.14 of the Amended Credit Agreementterms and conditions set forth in each such separate agreement. (c) The Administrative Agent will take those steps which it deems, Borrowers represent and warrant that (i) the conditions set forth in its sole discretion and in consultation Section 2.25 of the Existing Agreement with the Borrowers, necessary and appropriate to cause each Revolving Credit Lender (including 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 Revolving Credit Facility immediately after giving effect respect to the effectiveness of any Revolving Credit Commitment Increase. (d) Each Revolving Credit Lender immediately prior Increase are satisfied with respect to the Revolving Credit Commitment Increase will automatically and without further act be deemed to have assigned to each existing Revolving Credit Lender and each Upsized Revolving Credit LenderSecond Amendment Incremental Commitments on the Second Amendment Effective Date, and each Upsized Revolving Credit Lender will automatically and without further act be deemed to have assumed a portion (ii) the Second Amendment Incremental Commitments are permitted under Section 2.25 of such Revolving Credit Lender’s participation interests under the Amended Credit Agreement in outstanding Letters of and (iii) the Second Amendment Incremental Commitments are permitted under the Term Loan Credit Agreement and Swing Line Loansthe Intercreditor Agreement.

Appears in 1 contract

Samples: Credit Agreement (Astronics Corp)

Revolving Credit Commitment Increase. (a) Each Pursuant to Section 2.6 of the Credit Agreement, the Borrower confirms and agrees that it is has requested an increase in the aggregate amount of the existing Revolving Credit Commitments through the establishment of a Revolving Credit Commitment Increase in an aggregate principal amount of $75,000,000 (the “Incremental Revolving Credit Commitment”) on the Amendment No. 1 Effective Date (as defined below). (b) Each Incremental Lender who party hereto agrees (i) that effective on and at all times after the Amendment No. 1 Effective Date, such Incremental Lender will be bound by all of the obligations of a Lender under the Credit Agreement, (ii) to increase its Revolving Credit Commitments Commitment in connection with this Amendment (an the amount set forth opposite its name on Schedule I hereto under the heading Upsizing Incremental Revolving Credit LenderCommitment) hereby 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 Facility which shall be as set forth on Schedule 2.01 added to the Amended Credit Agreement. (b) As of the Amendment Effective Date, after giving effect to the incurrence of the Upsized Revolving Credit Commitments, the aggregate principal amount and constitute a part of the Revolving Credit Commitments pursuant to existing under the Amended Credit Agreement shall be $500,000,000. For the avoidance of doubt, the Upsized Revolving Credit Commitments are not being incurred as Incremental Revolving Commitments pursuant immediately prior to Section 2.14 of the Amended Credit Agreement. giving effect to this Amendment and (c) The Administrative Agent will take those steps which it deems, in its sole discretion and in consultation with the Borrowers, necessary and appropriate to cause each Revolving Credit Lender (including the Upsizing Revolving Credit Lendersiii) to hold outstanding Revolving Credit Loans and participation - 7- interests assume a portion of each existing Lender’s participations in outstanding Letters of Credit and Swing Line Swingline Loans ratably based on its pro rata share under the Revolving Credit Facility immediately such that, after giving effect to this Amendment, the percentage of the aggregate outstanding (A) participations under the Credit Agreement in Letters of Credit and (B) participations under the Credit Agreement in Swingline Loans held by each Lender (including each Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitment IncreaseCommitments represented by such Xxxxxx’s Revolving Credit Commitment. (c) As of the Amendment No. 1 Effective Date, the settlement required pursuant to Section 2.6(f)(ii) of the Credit Agreement shall have occurred. (d) Each Revolving This Amendment shall constitute an Incremental Agreement for purposes of Section 2.6(e) of the Credit Lender immediately prior to the Revolving Credit Commitment Increase will automatically and without further act be deemed to have assigned to each existing Revolving Credit Lender and each Upsized Revolving Credit Lender, 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 the Amended Credit Agreement in outstanding Letters of Credit and Swing Line LoansAgreement.

Appears in 1 contract

Samples: Credit Agreement (ProPetro Holding Corp.)

Revolving Credit Commitment Increase. The commitments under each Revolving Credit Commitment Increase shall be deemed for all purposes part of the Revolving Credit Commitments, (aii) Each each Lender or Eligible Assignee participating in such Revolving Credit Commitment Increase shall become a Revolving Credit Lender who agrees with respect to increase its the Revolving Credit Commitments in connection with this Amendment and all matters relating thereto and (an “Upsizing iii) the commitments under each Revolving Credit Lender”) hereby severally, but not jointly, agrees to provide Revolving Credit Commitments in an aggregate principal amount equal to $100,000,000 (Commitment Increase shall have the “Upsized same terms and conditions as the Revolving Credit Commitments”) . On the Facility Extension Date for a Revolving Credit Commitment increase (the “any Revolving Credit Commitment Increase”) so that, effective as 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 Amendment Effective Date, its new Revolving Credit Commitments under (after giving effect to such Revolving Credit Commitment Increase), in the aggregate outstanding Revolving Loans and participations 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 as set forth on Schedule 2.01 to the Amended Credit Agreementincreased by such excess. (b) As of the Amendment Effective Date, after giving effect to the incurrence of the Upsized Revolving Credit Commitments, the aggregate principal amount of the Revolving Credit Commitments pursuant to the Amended Credit Agreement shall be $500,000,000. For the avoidance of doubt, the Upsized Revolving Credit Commitments are not being incurred as Incremental Revolving Commitments pursuant to Section 2.14 of the Amended Credit Agreement. (c) The Administrative Agent will take those steps which it deems, in its sole discretion and in consultation with the Borrowers, necessary and appropriate to cause each Revolving Credit Lender (including 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 Revolving Credit Facility immediately after giving effect to the Revolving Credit Commitment Increase. (d) Each Revolving Credit Lender immediately prior to the Revolving Credit Commitment Increase will automatically and without further act be deemed to have assigned to each existing Revolving Credit Lender and each Upsized Revolving Credit Lender, 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 the Amended Credit Agreement in outstanding Letters of Credit and Swing Line Loans.

Appears in 1 contract

Samples: Credit Agreement (Datapath Inc)

Revolving Credit Commitment Increase. (a) Each Any additional bank, financial institution or other entity which the Borrower selects to offer participation in the increased Total Revolving Credit Commitments and which elects to become a party to the 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 who agrees 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, provided that, the Revolving Credit Commitment of any such New Revolving Credit Lender shall be in an amount not less than $5,000,000. (b) Any Revolving Credit Lender that elects to increase its Revolving Credit Commitments in connection with this Amendment (an “Upsizing Revolving Credit Lender”) hereby 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 Commitment shall execute a Revolving Credit Commitment increase Increase Supplement with the Borrower, the Administrative Agent, the Swing Line Lender and the Issuing 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 full amount of its Revolving Credit Commitment Increase”as so increased. (c) 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 after the Sixth Amendment Effective Date. In the event that on the 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, effective as 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 2.19 of the Amendment Effective DateAmended Credit Agreement, its 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 Commitments Loans (as defined in the Existing Credit Agreement) under the Revolving Existing Credit Facility shall be as set forth on Schedule 2.01 Agreement to the Amended extent such notice or minimum amounts are required under the Existing Credit Agreement. (bd) As of the Sixth Amendment Effective Date, after giving effect to the incurrence of the Upsized Revolving Credit Commitments, the aggregate principal amount of the Total Revolving Credit Commitments pursuant to the Amended Credit Agreement shall be increased from $500,000,000. For the avoidance of doubt, the Upsized Revolving Credit Commitments are not being incurred as Incremental Revolving Commitments pursuant 70,000,000 to Section 2.14 of the Amended Credit Agreement$120,000,000. (c) The Administrative Agent will take those steps which it deems, in its sole discretion and in consultation with the Borrowers, necessary and appropriate to cause each Revolving Credit Lender (including 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 Revolving Credit Facility immediately after giving effect to the Revolving Credit Commitment Increase. (d) Each Revolving Credit Lender immediately prior to the Revolving Credit Commitment Increase will automatically and without further act be deemed to have assigned to each existing Revolving Credit Lender and each Upsized Revolving Credit Lender, 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 the Amended Credit Agreement in outstanding Letters of Credit and Swing Line Loans.

Appears in 1 contract

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

Revolving Credit Commitment Increase. (a) Each Revolving Credit Lender who agrees to increase its Revolving Credit Commitments in connection with this On the Second Amendment (an “Upsizing Revolving Credit Lender”) Effective Date, the Borrower, the Administrative Agent, and the Lenders party hereto hereby 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 effect a Revolving Credit Commitment increase Increase pursuant to the terms of Article 3 of the Existing Credit Agreement (which provisions are not waived, amended or modified hereby other than as expressly set forth herein). On the Second Amendment Effective Date and after giving effect to such Revolving Credit Commitment Increase”) so that, effective as of the Amendment Effective Date, its Revolving Credit Commitments under the Revolving Credit Facility Commitment and Revolving Credit Commitment Percentage of each Lender shall be as set forth on Schedule 2.01 1A attached hereto which schedule supersedes and replaces Schedule 1A to the Amended Existing Credit Agreement. . Each of the parties hereto agrees (a) that the review, execution and delivery of this Amendment satisfies the notice requirements set forth in Section 3.3 of the Existing Credit Agreement, (b) As 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 Amendment Effective Date, after giving effect Existing Credit Agreement as to the incurrence of the Upsized Revolving Credit Commitments, the aggregate principal amount final allocation of the Revolving Credit Commitments pursuant to Increases and the Amended Credit Agreement shall be $500,000,000Incremental Commitments Effective Date. For the avoidance of doubt, the Upsized Revolving Credit Commitments are not being incurred as Incremental Revolving Commitments pursuant to Section 2.14 of the Amended Credit Agreement. (c) The Administrative Agent and each Lender will take those steps which it deemsassign, in its sole discretion and in consultation with the Borrowers, necessary and appropriate to cause each Revolving Credit Lender (including 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 Revolving Credit Facility immediately after giving effect to the Revolving Credit Commitment Increase. (d) Each Revolving Credit Lender immediately prior to the Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assigned to each existing Revolving Credit Lender and each Upsized Revolving Credit Lenderassume, and each Upsized Revolving the parties will hereto will take such further actions as are necessary (if any) in order to give effect to the assignments, assumptions and reallocations provided for in Section 3.8 of the Existing Credit Lender will automatically and without further act be deemed to have assumed a portion of such Revolving Credit Lender’s participation interests under the Amended Credit Agreement in outstanding Letters of Credit and Swing Line LoansAgreement.

Appears in 1 contract

Samples: Credit Agreement (NGL Energy Partners LP)

Revolving Credit Commitment Increase. (a) Each Lender (each an “Incremental Lender”) party to this Amendment hereby severally agrees to provide the Revolving Credit Lender who agrees 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 increase its the Revolving Credit Commitments provided on the Closing Date, (ii) shall be subject to all of the terms and conditions set forth in connection with this Amendment the Existing Credit Agreement (an “Upsizing Revolving Credit Lender”including Section 2.25 thereof), (iii) hereby severally, but not jointly, agrees shall have terms identical to provide the terms of the initial Revolving Credit Commitments and (iv) shall remain in an aggregate principal amount equal to $100,000,000 effect through the Third Amendment Commitment Termination Date (as defined in the “Upsized Revolving Amended Credit Commitments”Agreement). 472780/217907 - 8077384.4 (b) for 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 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 Increase”) so 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, effective 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 the Amendment Effective Date, its Revolving Credit Commitments under the Revolving Credit Facility which fees shall be as due and payable to such Incremental Lender on the terms and conditions set forth on Schedule 2.01 to the Amended Credit Agreement. (b) As of the Amendment Effective Date, after giving effect to the incurrence of the Upsized Revolving Credit Commitments, the aggregate principal amount of the Revolving Credit Commitments pursuant to the Amended Credit Agreement shall be $500,000,000. For the avoidance of doubt, the Upsized Revolving Credit Commitments are not being incurred as Incremental Revolving Commitments pursuant to Section 2.14 of the Amended Credit Agreementin each such separate agreement. (c) The Administrative Agent will take those steps which it deems, Borrowers represent and warrant that (i) the conditions set forth in its sole discretion and in consultation Section 2.25 of the Existing Agreement with the Borrowers, necessary and appropriate to cause each Revolving Credit Lender (including 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 Revolving Credit Facility immediately after giving effect respect to the effectiveness of any Revolving Credit Commitment Increase. (d) Each Revolving Credit Lender immediately prior Increase are satisfied with respect to the Revolving Credit Commitment Increase will automatically and without further act be deemed to have assigned to each existing Revolving Credit Lender and each Upsized Revolving Credit LenderThird Amendment Incremental Commitments on the Third Amendment Effective Date, and each Upsized Revolving Credit Lender will automatically and without further act be deemed to have assumed a portion (ii) the Third Amendment Incremental Commitments are permitted under Section 2.25 of such Revolving Credit Lender’s participation interests under 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 outstanding Letters of Credit the Acknowledgment and Swing Line LoansConsent attached hereto.

Appears in 1 contract

Samples: Credit Agreement (Astronics Corp)

Revolving Credit Commitment Increase. (a) Each Pursuant to Section 2.6 of the Credit Agreement, the Borrower confirms and agrees that it is has requested an increase in the aggregate amount of the existing Revolving Credit Commitments through the establishment of a Revolving Credit Commitment Increase in an aggregate principal amount of $50,000,000 (the “Incremental Revolving Credit Commitment”) on the Amendment No. 1 Effective Date (as defined below). (b) Each Incremental Lender who party hereto agrees (i) that effective on and at all times after the Amendment No. 1 Effective Date, such Incremental Lender will be bound by all of the obligations of a Lender under the Credit Agreement, (ii) to increase its Revolving Credit Commitments Commitment in connection with this Amendment (an “Upsizing Revolving Credit Lender”) hereby severallythe amount set forth opposite its name on Schedule I hereto, 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 Facility which shall be as set forth on Schedule 2.01 added to the Amended Credit Agreement. (b) As of the Amendment Effective Date, after giving effect to the incurrence of the Upsized Revolving Credit Commitments, the aggregate principal amount and constitute a part of the Revolving Credit Commitments pursuant to existing under the Amended Credit Agreement shall be $500,000,000. For the avoidance of doubt, the Upsized Revolving Credit Commitments are not being incurred as Incremental Revolving Commitments pursuant immediately prior to Section 2.14 of the Amended Credit Agreement. giving effect to this Amendment and (c) The Administrative Agent will take those steps which it deems, in its sole discretion and in consultation with the Borrowers, necessary and appropriate to cause each Revolving Credit Lender (including the Upsizing Revolving Credit Lendersiii) to hold outstanding Revolving Credit Loans and participation - 7- interests assume a portion of each existing Lender’s participations in outstanding Letters of Credit and Swing Line Swingline Loans ratably based on its pro rata share under the Revolving Credit Facility immediately such that, after giving effect to this Amendment, the percentage of the aggregate outstanding (A) participations under the Credit Agreement in Letters of Credit and (b) participations under the Credit Agreement in Swingline Loans held by each Lender (including each Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitment IncreaseCommitments represented by such Lender’s Revolving Credit Commitment. (c) As of the Amendment No. 1 Effective Date, the settlement required pursuant to Section 2.6(f)(ii) of the Credit Agreement shall have occurred. (d) Each Revolving This Amendment shall constitute an Incremental Amendment for purposes of Section 2.6(e) of the Credit Lender immediately prior to the Revolving Credit Commitment Increase will automatically and without further act be deemed to have assigned to each existing Revolving Credit Lender and each Upsized Revolving Credit Lender, 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 the Amended Credit Agreement in outstanding Letters of Credit and Swing Line LoansAgreement.

Appears in 1 contract

Samples: Credit Agreement (ProPetro Holding Corp.)

Revolving Credit Commitment Increase. (a) Each Any additional bank, financial institution or other entity which the Borrower selects to offer participation in the increased Total Revolving Credit Commitments and which elects to become a party to the 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 who agrees 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, provided that, the Revolving Credit Commitment of any such New Revolving Credit Lender shall be in an amount not less than $5,000,000. (b) Any Revolving Credit Lender that elects to increase its Revolving Credit Commitments in connection with this Amendment (an “Upsizing Revolving Credit Lender”) hereby 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 Commitment shall execute a Revolving Credit Commitment increase Increase Supplement with the Borrower, the Administrative Agent, the Swing Line Lender and the Issuing 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 full amount of its Revolving Credit Commitment Increase”as so increased. (c) Additional Revolving Credit Loans made on or after the Third Amendment 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, effective as 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 Amendment Effective DateAmended Credit Agreement, its 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 Commitments Loans (as defined in the Existing Credit Agreement) under the Revolving Existing Credit Facility shall be as set forth on Schedule 2.01 Agreement to the Amended extent such notice or minimum amounts are required under the Existing Credit Agreement. (bd) As of the Third Amendment Effective Date, after giving effect to the incurrence of the Upsized Revolving Credit Commitments, the aggregate principal amount of the Total Revolving Credit Commitments pursuant to the Amended Credit Agreement shall be increased from $500,000,000. For the avoidance of doubt, the Upsized Revolving Credit Commitments are not being incurred as Incremental Revolving Commitments pursuant 40,000,000 to Section 2.14 of the Amended Credit Agreement$70,000,000. (c) The Administrative Agent will take those steps which it deems, in its sole discretion and in consultation with the Borrowers, necessary and appropriate to cause each Revolving Credit Lender (including 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 Revolving Credit Facility immediately after giving effect to the Revolving Credit Commitment Increase. (d) Each Revolving Credit Lender immediately prior to the Revolving Credit Commitment Increase will automatically and without further act be deemed to have assigned to each existing Revolving Credit Lender and each Upsized Revolving Credit Lender, 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 the Amended Credit Agreement in outstanding Letters of Credit and Swing Line Loans.

Appears in 1 contract

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

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Revolving Credit Commitment Increase. (a) Each Any additional bank, financial institution or other entity which the Borrower selects to offer participation in the increased Total Revolving Credit Commitments and which elects to become a party to the 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 who agrees ”) 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, provided that, the Revolving Credit Commitment of any such New Revolving Credit Lender shall be in an amount not less than $5,000,000. (b) Any Revolving Credit Lender that elects to increase its Revolving Credit Commitments in connection with this Amendment (an “Upsizing Revolving Credit Lender”) hereby 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 Commitment shall execute a Revolving Credit Commitment increase Increase Supplement with the Borrower, the Administrative Agent, the Swing Line Lender and the Issuing 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 full amount of its Revolving Credit Commitment Increase”as so increased. (c) 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 after the Sixth Amendment Effective Date. In the event that on the 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, effective as 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 2.19 of the Amendment Effective DateAmended Credit Agreement, its 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 Commitments Loans (as defined in the Existing Credit Agreement) under the Revolving Existing Credit Facility shall be as set forth on Schedule 2.01 Agreement to the Amended extent such notice or minimum amounts are required under the Existing Credit Agreement. (bd) As of the Sixth Amendment Effective Date, after giving effect to the incurrence of the Upsized Revolving Credit Commitments, the aggregate principal amount of the Total Revolving Credit Commitments pursuant to the Amended Credit Agreement shall be increased from $500,000,000. For the avoidance of doubt, the Upsized Revolving Credit Commitments are not being incurred as Incremental Revolving Commitments pursuant 70,000,000 to Section 2.14 of the Amended Credit Agreement$120,000,000. (c) The Administrative Agent will take those steps which it deems, in its sole discretion and in consultation with the Borrowers, necessary and appropriate to cause each Revolving Credit Lender (including 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 Revolving Credit Facility immediately after giving effect to the Revolving Credit Commitment Increase. (d) Each Revolving Credit Lender immediately prior to the Revolving Credit Commitment Increase will automatically and without further act be deemed to have assigned to each existing Revolving Credit Lender and each Upsized Revolving Credit Lender, 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 the Amended Credit Agreement in outstanding Letters of Credit and Swing Line Loans.

Appears in 1 contract

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

Revolving Credit Commitment Increase. (a) Each Revolving Credit Lender who agrees to increase its Revolving Credit Commitments in connection with this Amendment (an “Upsizing Revolving Credit Lender”) hereby 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 Facility shall be as set forth on Schedule 2.01 to the Amended Credit Agreement. (b) As of the Amendment Effective Date, after giving effect to the incurrence of the Upsized Revolving Credit Commitments, the aggregate principal amount of the Revolving Credit Commitments pursuant to the Amended Credit Agreement shall be $500,000,000. For the avoidance of doubt, the Upsized Revolving Credit Commitments are not being incurred as Incremental Revolving Commitments pursuant to Section 2.14 of the Amended Credit Agreement. (c) The Administrative Agent will take those steps which it deems, in its sole discretion and in consultation with the Borrowers, necessary and appropriate to cause each Revolving Credit Lender (including 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 Revolving Credit Facility immediately after giving effect to the Revolving Credit Commitment Increase. (d) Each Revolving Credit Lender immediately prior to the Revolving Credit Commitment Increase will automatically and without further act be deemed to have assigned to each existing Revolving Credit Lender and each Upsized Revolving Credit Lender, 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 the Amended Credit Agreement in outstanding Letters of Credit and Swing Line Loans.

Appears in 1 contract

Samples: Credit Agreement (ACCO BRANDS Corp)

Revolving Credit Commitment Increase. (a) Each Lender (each an “Incremental Lender”) party to this Amendment hereby severally agrees to provide the Revolving Credit Lender who agrees Commitment Increase set forth opposite its name on Annex B attached hereto (the “First Amendment Incremental Commitments”). The First Amendment Incremental Commitments (i) shall be an increase to increase its the Revolving Credit Commitments provided on the Closing Date, (ii) shall be subject to all of the terms and conditions set forth in connection with this Amendment the Existing Credit Agreement (an “Upsizing Revolving Credit Lender”including Section 2.25 thereof), (iii) hereby severally, but not jointly, agrees shall have terms identical to provide the terms of the initial Revolving Credit Commitments and (iv) shall 472780/217907 - 7956476.3 remain in an aggregate principal amount equal to $100,000,000 effect through October 30, 2023 (the “Upsized Revolving Credit CommitmentsFirst Amendment Incremental Termination Date) 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 Facility shall be as set forth on Schedule 2.01 to the Amended Credit Agreement). (b) As Each Incremental Lender, the Borrowers, Guarantors, the Agent and the Co-Collateral Agents acknowledge and agree that the First Amendment Incremental Commitments shall constitute a Revolving Credit Commitment Increase pursuant to Section 2.25 of the Existing Agreement and, upon the First Amendment Effective Date, after giving effect to the incurrence of the Upsized Revolving Credit CommitmentsDate (as defined below), the aggregate principal amount 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 First Amendment Incremental Termination Date. Each Incremental Lender, the Borrowers, Guarantors, Agent and the Co-Collateral Agents further agree that, with respect to the First Amendment Incremental Commitments provided by each Incremental Lender pursuant to this Agreement, such Incremental Lender shall receive from the Amended Credit Agreement 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 $500,000,000. For due and payable to such Incremental Lender on the avoidance of doubt, the Upsized Revolving Credit Commitments are not being incurred as Incremental Revolving Commitments pursuant to Section 2.14 of the Amended Credit Agreementterms and conditions set forth in each such separate agreement. (c) The Administrative Agent will take those steps which it deems, Borrowers represent and warrant that (i) the conditions set forth in its sole discretion and in consultation Section 2.25 of the Existing Agreement with the Borrowers, necessary and appropriate to cause each Revolving Credit Lender (including 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 Revolving Credit Facility immediately after giving effect respect to the effectiveness of any Revolving Credit Commitment Increase. (d) Each Revolving Credit Lender immediately prior Increase are satisfied with respect to the Revolving Credit Commitment Increase will automatically and without further act be deemed to have assigned to each existing Revolving Credit Lender and each Upsized Revolving Credit LenderFirst Amendment Incremental Commitments on the First Amendment Effective Date, and each Upsized Revolving Credit Lender will automatically and without further act be deemed to have assumed a portion (ii) the First Amendment Incremental Commitments are permitted under Section 2.25 of such Revolving Credit Lender’s participation interests under the Amended Credit Agreement in outstanding Letters of and (iii) the First Amendment Incremental Commitments are permitted under the Term Loan Credit Agreement and Swing Line Loansthe Intercreditor Agreement.

Appears in 1 contract

Samples: Credit Agreement (Astronics Corp)

Revolving Credit Commitment Increase. (a) Each At any time prior to the Revolving Credit Lender who agrees Maturity Date, the Borrower may by written notice to increase its the Administrative Agent elect to request increases in the Revolving Credit Commitments in connection with this Amendment (an “Upsizing Revolving Credit Lender”) hereby severallyany such increase, 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”); provided that (i) so that, effective 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 Amendment Effective Date, its 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 Commitments under Commitment Increase shall not be less than $10,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (i). Each such notice shall specify the date (each, an “Increased Amount Date”) 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 Administrative Agent. The then current Revolving Credit Lenders shall have the first option to provide a portion of the Revolving Credit Facility shall be as set forth on Schedule 2.01 Commitment Increase (in accordance with their respective existing Revolving Credit Commitment Percentages), and to the Amended extent that, within five (5) Business Days of such request, the requested Revolving Credit AgreementCommitment 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 Commitment Increase, the “Increasing Revolving Lenders” and each, an “Increasing Revolving Lender”) to provide the remaining portion of the Revolving Credit 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 its sole discretion, to provide such Revolving Credit Commitment Increase. (b) As Any Revolving Credit Commitment Increase shall become effective as of the Amendment Effective 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 the incurrence of the Upsized such Revolving Credit Commitments, Commitment Increase and (ii) the aggregate principal amount of Administrative Agent and the Revolving Credit Commitments pursuant 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 the Amended Credit Agreement shall be $500,000,000. For the avoidance of doubt, the Upsized any Revolving Credit Commitments are not being incurred as Commitment Increase (and, if applicable, any simultaneous Incremental Revolving Commitments Term Loan made pursuant to Section 2.14 5.15) and any Extensions of the Amended Credit Agreementmade in connection therewith. (c) The Administrative Agent will take those steps which it deems, in its sole discretion and in consultation with the Borrowers, necessary and appropriate to cause each Revolving Credit Lender (including the Upsizing Revolving Credit Lenders) to hold outstanding Revolving Credit Loans and participation - 7- interests in outstanding Letters Revolving Credit Commitment Percentages of Credit Swingline Loans and Swing Line Loans ratably based L/C Obligations will be reallocated by the Administrative Agent on its pro rata share under the applicable Increased Amount Date among the Revolving Credit Facility immediately after giving effect to Lenders (including the Increasing Revolving Lenders providing such Revolving Credit Commitment Increase) in accordance with their revised Revolving Credit Commitment Percentages (and the 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 connection with such reallocation as if such reallocation were a repayment). (d) Each Revolving Credit Lender immediately prior Commitment Increase shall be deemed to the be a Revolving Credit Commitment for all purposes of this Agreement. (e) Each Revolving Credit Commitment Increase will automatically shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Credit Parties and the Limited Guarantor Subsidiary, as applicable, the Administrative Agent and the applicable Increasing Revolving Lenders (which Joinder Agreement may, without further act the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be deemed necessary or appropriate, in the opinion of the Administrative Agent, to have assigned 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 existing Revolving Credit Lender Party and each Upsized Revolving Credit Lenderthe Limited Guarantor Subsidiary, and each Upsized Revolving Credit Lender will automatically and without further act be deemed to have assumed a portion of as applicable, authorizing such Revolving Credit Lender’s participation interests under the Amended Credit Agreement Commitment Increase) reasonably requested by Administrative Agent in outstanding Letters of Credit and Swing Line Loansconnection with any such transaction.

Appears in 1 contract

Samples: Credit Agreement (DynCorp International LLC)

Revolving Credit Commitment Increase. (a) Each The Borrower and each 2018 Revolving Increase Lender hereby agree that, on the Amendment No. 7 Effective Date immediately after the establishment of the 2018 Revolving Credit Commitments, the Revolving Credit Commitment Increase of such 2018 Revolving Increase Lender who agrees to increase its shall become effective and the 2018 Revolving Credit Commitments in connection with this Amendment (an “Upsizing Revolving Credit Lender”) hereby severally, but not jointly, agrees to provide Revolving Credit Commitments in an aggregate principal shall be deemed increased by the amount equal to $100,000,000 (of the “Upsized Revolving Credit Commitments”) for a Revolving Credit Commitment increase (Increases of such 2018 Revolving Increase Lenders in the “Revolving Credit Commitment Increase”) so that, effective as of the Amendment Effective Date, its Revolving Credit Commitments under the Revolving Credit Facility shall be as amounts set forth on Schedule 2.01 1 hereto. Pursuant to Section 2.14 of the Amended Loan Agreement, the Revolving Credit AgreementCommitment Increases shall be 2018 Revolving Credit Commitments for all purposes under the Loan Agreement and each of the other Loan Documents and shall be of the same Class as, and shall have terms identical to, the 2018 Revolving Credit Commitments. (b) As of Each 2018 Revolving Increase Lender acknowledges and agrees that upon the Amendment No. 7 Effective Date, after giving effect to the incurrence of the Upsized such 2018 Revolving Credit CommitmentsIncrease Lender shall be a “Lender” under, and for all purposes of, the aggregate principal amount of Loan Agreement and the Revolving Credit Commitments pursuant to the Amended Credit Agreement other Loan Documents, and shall be $500,000,000. For subject to and bound by the avoidance terms thereof, and shall perform all the obligations of doubt, the Upsized Revolving Credit Commitments are not being incurred as Incremental Revolving Commitments pursuant to Section 2.14 and shall have all rights of the Amended Credit Agreementa Lender thereunder. (c) The Administrative Agent will take those steps which it deems, in its sole discretion and in consultation This Amendment shall constitute an Incremental Amendment with the Borrowers, necessary and appropriate to cause each Revolving Credit Lender (including 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 Revolving Credit Facility immediately after giving effect to the Revolving Credit Commitment Increase. (d) Each Revolving Credit Lender immediately prior respect to the Revolving Credit Commitment Increase will automatically and without further act be deemed to have assigned to each existing Revolving Credit Lender and each Upsized Revolving Credit Lender, 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 for all purposes under the Amended Credit Agreement in outstanding Letters of Credit and Swing Line LoansLoan Agreement.

Appears in 1 contract

Samples: Loan Agreement (Western Digital Corp)

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