Termination and Reduction/Increases of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. (b) The Revolving Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $10,000,000 and not less than $10,000,000 and (ii) the Revolving Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, any circumstance set forth in clauses (i) through (iii) of Section 2.01 would occur. (c) The Revolving Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Revolving Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Revolving Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another transaction, in which case such notice may be revoked by the Revolving Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments under this Section 2.08 shall be made ratably among the Lenders in accordance with their respective Commitments. (d) Subject to the conditions set forth below, the Revolving Borrower may, upon at least ten (10) days (or such other period of time agreed to between the Administrative Agent and the Revolving Borrower) prior written notice to the Administrative Agent, increase the Aggregate Commitments from time to time, either by designating a lender not theretofore a Lender to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing Bank, which shall not be unreasonably withheld) or by agreeing with an existing Lender that such Lender’s Commitment shall be increased (thus increasing the Aggregate Commitments); provided that: (i) the amount of each such increase in the Aggregate Commitments shall not be less than $10,000,000 (or such other minimum amount agreed to between the Administrative Agent and the Revolving Borrower), and shall not cause the sum of (x) the aggregate increases in the Commitments under this Section 2.08(d) plus (y) the outstanding amount of all new term loans made under Section 2.06(b) of the New Term Loan Credit Facility (or, if applicable the analogous provisions of the Existing Term Loan Credit Agreement or the equivalent term in any successor facility thereto) to exceed $500,000,000; (ii) the Revolving Borrower and any applicable Lender or lender not theretofore a Lender, shall execute and deliver to the Administrative Agent, a Lender Addition and Acknowledgement Agreement, in form and substance satisfactory to the Administrative Agent and acknowledged by the Administrative Agent, the Issuing Banks, the Swingline Lenders and the Revolving Borrower; (iii) no existing Lender shall be obligated in any way to increase any of its Commitments unless it has executed and delivered a Lender Addition and Acknowledgement Agreement; (iv) the interest rates paid with respect to the increased Revolving Loan Commitment shall be identical to those payable with respect to the existing Revolving Loan Commitment; (v) the initial Loans made under any such new or increased Commitments shall be made pursuant to funding procedures then agreed to by the Revolving Borrower and the Administrative Agent; (vi) the Administrative Agent shall have received such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request; and (vii) a new Lender may not be the Company, the Revolving Borrower or any Affiliate or Subsidiary of the Company or any other Ineligible Institution. Upon the execution, delivery, acceptance and recording of the Lender Addition and Acknowledgement Agreement, from and after the effective date specified in a Lender Addition and Acknowledgement Agreement, such existing Lender shall have a Commitment as therein set forth or such other Lender shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder. Upon its receipt of a Lender Addition and Acknowledgement Agreement together with any note or notes, if requested, subject to such addition and assumption and the written consent to such addition and assumption, the Administrative Agent shall, if such Lender Addition and Acknowledgement Agreement has been completed and the other conditions described in this Section 2.08 have been satisfied: (x) accept such Lender Addition and Acknowledgement Agreement; (y) record the information contained therein in the Register; and (z) give prompt notice thereof to the Lenders and the Revolving Borrower and deliver to the Lenders a schedule reflecting the new Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all Revolving Credit Exposure hereunder is held ratably by the Lenders in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and facility and letter of credit fees. The Revolving Borrower shall make any payments under Section 2.15 resulting from such assignments. (e) The provisions of Section 2.08(d) shall supersede any provisions in Section 2.17 or 9.02 to the contrary (including, for the avoidance of doubt, provisions thereof relating to amendments to Section 9.02, Section 2.10, Section 2.17, and the definition of “Required Lenders”).
Appears in 2 contracts
Samples: Revolving Credit Agreement (PERRIGO Co PLC), Revolving Credit Agreement (PERRIGO Co PLC)
Termination and Reduction/Increases of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. To the extent (i) the Acquisition is terminated in full prior to the consummation thereof or (ii) the Acquisition Closing Date has not occurred on or prior to the Long Stop Date, the Commitments shall automatically be reduced to $600,000,000 at 5:00 p.m. New York City time on such date of termination or Long Stop Date, as applicable (to the extent in excess thereof as of such date).
(b) The Revolving Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $10,000,000 and not less than $10,000,000 and (ii) the Revolving Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, any circumstance set forth for in clauses (i) through (iiiiv) of Section 2.01 would occur.
(c) The Revolving Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Revolving Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Revolving Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another transactionfacilities, in which case such notice may be revoked by the Revolving Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments under this Section 2.08 shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) Subject to the conditions set forth below, the Revolving Borrower may, upon at least ten (10) days (or such other period of time agreed to between the Administrative Agent and the Revolving Borrower) prior written notice to the Administrative Agent, increase the Aggregate Commitments from time to time, either by designating a lender not theretofore a Lender to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing Bank, which shall not be unreasonably withheld) or by agreeing with an existing Lender that such Lender’s Commitment shall be increased (thus increasing the Aggregate Commitments); provided that:
(i) no Default shall have occurred and be continuing hereunder as of the effective date of such increase;
(ii) the representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects) on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date;
(iii) the amount of each such increase in the Aggregate Commitments shall not be less than $10,000,000 (or such other minimum amount agreed to between the Administrative Agent and the Revolving Borrower), and shall not cause the sum of (x) the aggregate increases in the Commitments under this Section 2.08(d) plus (y) the outstanding amount of all new term loans made under Section 2.06(b2.06(d) of the New Term Loan Credit Facility (or, if applicable the analogous provisions of the Existing Term Loan Credit Agreement or the equivalent term in any successor facility thereto) to exceed $500,000,000;
(iiiv) the Revolving Borrower and any applicable Lender or lender not theretofore a Lender, shall execute and deliver to the Administrative Agent, a Lender Addition and Acknowledgement Agreement, in form and substance satisfactory to the Administrative Agent and acknowledged by the Administrative Agent, the Issuing Banks, the Swingline Lenders Agent and the Revolving Borrower;
(iiiv) no existing Lender shall be obligated in any way to increase any of its Commitments unless it has executed and delivered a Lender Addition and Acknowledgement Agreement;
(ivvi) the interest rates paid with respect to the increased Revolving Loan Commitment shall be identical to those payable with respect to the existing Revolving Loan Commitment;
(v) the initial Loans made under any such new or increased Commitments shall be made pursuant to funding procedures then agreed to by the Revolving Borrower and the Administrative Agent;
(vivii) the Administrative Agent shall have received such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request; and
(viiviii) a new Lender may not be the Company, the Revolving Borrower or any Affiliate or Subsidiary of the Company or any other Ineligible InstitutionCompany. Upon the execution, delivery, acceptance and recording of the Lender Addition and Acknowledgement Agreement, from and after the effective date specified in a Lender Addition and Acknowledgement Agreement, such existing Lender shall have a Commitment as therein set forth or such other Lender shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder. Upon its receipt of a Lender Addition and Acknowledgement Agreement together with any note or notes, if requested, subject to such addition and assumption and the written consent to such addition and assumption, the Administrative Agent shall, if such Lender Addition and Acknowledgement Agreement has been completed and the other conditions described in this Section 2.08 have been satisfied: (x) accept such Lender Addition and Acknowledgement Agreement; (y) record the information contained therein in the Register; and (z) give prompt notice thereof to the Lenders and the Revolving Borrower and deliver to the Lenders a schedule reflecting the new Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all Revolving Credit Exposure hereunder is held ratably by the Lenders in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and facility and letter of credit fees. The Revolving Borrower shall make any payments under Section 2.15 resulting from such assignments.
(e) The provisions of Section 2.08(d) shall supersede any provisions in Section 2.17 or 9.02 to the contrary (including, for the avoidance of doubt, provisions thereof relating to amendments to Section 9.02, Section 2.10, Section 2.17, and the definition of “Required Lenders”).
Appears in 1 contract
Termination and Reduction/Increases of Commitments. (a) Unless previously terminated, the Commitments shall terminate terminate on the Maturity Date.
(b) The Revolving Borrower Company may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $10,000,000 5,000,000 and not less than $10,000,000 and (ii) the Revolving Borrower Company shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, any circumstance set forth in clauses (i) through (iii) of Section 2.01 the Aggregate Revolving Exposure would occurexceed the Aggregate Commitments.
(c) The Revolving Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Revolving Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Revolving Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities or another transactionfacilities, in which case such notice may be revoked by the Revolving Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent, but shall not limit the Company’s right to increase Commitments pursuant to Section 2.08(d) immediately below. Each reduction of the Commitments under this Section 2.08 shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) Subject to the conditions set forth below, the Revolving Borrower Company may, upon at least ten (10) days days’ (or such other period of time agreed to between the Administrative Agent and the Revolving BorrowerCompany) prior written notice to the Administrative Agent, increase the Aggregate Commitments from time to time, either by designating a lender not theretofore a Lender to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing Bank, which shall not be unreasonably withheld) or by agreeing with an existing Lender that such Lender’s Commitment shall be increased (thus increasing the Aggregate Commitments); provided that:
(i) as of the effective date of such increase, no Default shall have occurred and be continuing hereunder and the Company shall be in compliance with the covenants in Section 6.10 and 6.11 on a pro forma basis acceptable to the Administrative Agent;
(ii) the representations and warranties made by the Borrowers and contained in Article III shall be true and correct in all material respects on and as of the effective date with the same effect as if made on and as of such date (other than those representations and warranties that by their terms speak as of a particular date, which representations and warranties shall be true and correct as of such particular date);
(iii) the amount of each such increase in the Aggregate Commitments shall not be less than $10,000,000 (or such other minimum amount agreed to between the Administrative Agent and the Revolving Borrower)10,000,000, and shall not cause the sum aggregate amount of (x) the aggregate all increases in the Aggregate Commitments and Incremental Term Loans under this Section 2.08(d) plus (y) the outstanding amount of all new term loans made under Section 2.06(b) of the New Term Loan Credit Facility (or, if applicable the analogous provisions of the Existing Term Loan Credit Agreement or the equivalent term in any successor facility thereto) to 2.08 shall not exceed $500,000,000125,000,000;
(iiiv) the Revolving Borrower Borrowers and any applicable the Lender or lender not theretofore a Lender, shall execute and deliver to the Administrative Agent, a Lender Addition and Acknowledgement Agreement, in form and substance satisfactory to the Administrative Agent and acknowledged by the Administrative Agent, the Issuing Banks, the Swingline Lenders Agent and the Revolving each Borrower;
(iiiv) no existing Lender shall be obligated in any way to increase its Commitment, other than any of its Commitments unless it Lender who has executed and delivered a to the Administrative Agent the Lender Addition and Acknowledgement Agreement;
Agreement under the immediately preceding Subsection (iv) the interest rates paid with respect to the increased Revolving Loan Commitment shall be identical to those payable with respect to the existing Revolving Loan Commitment;
(v) the initial Loans made under any such new or increased Commitments shall be made pursuant to funding procedures then agreed to by the Revolving Borrower and the Administrative Agent;); and
(vi) the Administrative Agent shall consent (which consent shall not be unreasonably withheld) to such increase and the Company shall have received complied with such supplemental opinions, resolutions, certificates and other documents conditions in connection with such increase as may be reasonably required by the Administrative Agent may reasonably request; andAgent.
(viie) a new Lender may not be the Company, the Revolving Borrower or any Affiliate or Subsidiary of the Company or any other Ineligible Institution. Upon the execution, delivery, acceptance and recording of the Lender Addition and Acknowledgement Agreement, from and after the effective date specified in a Lender Addition and Acknowledgement Agreement, such existing Lender shall have a Commitment as therein set forth or such other new Lender shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder. .
(f) Upon its receipt of a Lender Addition and Acknowledgement Agreement together with any note or notes, if requested, subject to such addition and assumption and the written consent to such addition and assumption, the Administrative Agent shall, if such Lender Addition and Acknowledgement Agreement has been completed and the other conditions described in this Section 2.08 have been satisfied: :
(xi) accept such Lender Addition and Acknowledgement Agreement; ;
(yii) record the information contained therein in the Register; and and
(ziii) give prompt notice thereof to the Lenders and the Revolving Borrower Company and deliver to the Lenders a schedule reflecting the new Commitments.
(g) At any time and subject to the terms and conditions of this Section 2.08(g), the Company may request one or more tranches of term loans (the “Incremental Term Loans”) with the consent of the Administrative Agent (which consent shall not be unreasonably withheld) but without the consent of any Lender not providing such Incremental Term Loans; provided that the aggregate amount of all Incremental Term Loans shall not exceed the amount permitted under Section 2.08(d)(iii). Any tranche of Incremental Term Loans (i) shall be available to the Company in Dollars, (ii) shall be subject to such conditions precedent as reasonably required by the Administrative Agent (including without limitations conditions equivalent to those contained in Section 2.08(d)(i), (ii), (iv) and (vi)), (iii) shall rank pari passu in right of payment and security, if any, with the Aggregate Revolving Credit Exposure, (iv) shall not mature earlier than the Maturity Date (but may have amortization prior to such date, may be required to be mandatorily prepaid in full or in part prior to prepayment of the Aggregate Revolving Credit Exposure, and may permit voluntary prepayments thereof), and (v) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the Aggregate Revolving Credit Exposure; provided that the terms and conditions applicable to the pricing, fees, amortization and mandatory prepayments regarding any tranche of Incremental Term Loans may differ from those applicable to Aggregate Revolving Credit Exposure. Each tranche of Incremental Term Loans and each Commitment Increase shall be in a minimum amount of $10,000,000 and integral multiples of $5,000,000. Any request for a tranche of Incremental Term Loans shall be made pursuant to such procedures and requirements as agreed upon between the Administrative Agent and the Company. The Lenders Incremental Term Loans may be provided by any existing Lender or by any other bank or other financial institution or other Person engaged in the business of making commercial loans (new any such other bank or existingother financial institution or other Person, a “Proposed New Lender”) as determined by the Administrative Agent and the Company. In connection with any Incremental Term Loan, the Borrowers, the Guarantors, each Lender agreeing to provide such Incremental Term Loans, if any, and each Proposed New Lender, if any, shall accept otherwise have executed and delivered such other instruments and documents that the Administrative Agent shall have reasonably requested in connection with such Incremental Term Loan (the “Incremental Term Loan Amendment Documents”), including without limitation an assignment from amendment to, or amended and restatement of, this Agreement and, as appropriate, the existing Lendersother Loan Documents, executed by the Borrowers, each Lender agreeing to provide such Incremental Term Loans, if any, each Proposed New Lender, if any, and the existing Lenders shall make an assignment to the new Administrative Agent, which amendment or existing Lender accepting a new or increased Commitmentamendments may, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all Revolving Credit Exposure hereunder is held ratably by the Lenders in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and facility and letter of credit fees. The Revolving Borrower shall make any payments under Section 2.15 resulting from such assignments.
(e) The provisions of Section 2.08(d) shall supersede any provisions in Section 2.17 or 9.02 notwithstanding anything herein to the contrary (includingand without the consent of any other Lenders, for the avoidance of doubt, provisions thereof relating to effect such amendments to Section 9.02, Section 2.10, Section 2.17, this Agreement and the definition other Loan Documents as may be necessary or appropriate, in the reasonable opinion of “the Administrative Agent and the Company, to effect such Incremental Term Loans in accordance with this Section 2.08, including without limitation such modifications of the Required Lenders”)Lender and Applicable Percentages definitions and voting and pro rata sharing provisions to give effect to such Incremental Term Loans in accordance with this Section 2.08.
Appears in 1 contract
Termination and Reduction/Increases of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Maturity Date and the Term Loan Commitments shall terminate at 5:00 p.m., Chicago time, on the Effective Date.
(b) The Revolving U.S. Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $10,000,000 and not less than $10,000,000 and (ii) the Revolving U.S. Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, any circumstance set forth in clauses (i) through (iii) of Section 2.01 the Aggregate Total Revolving Exposure would occurexceed the Aggregate Revolving Commitments.
(c) The Revolving U.S. Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Revolving U.S. Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Revolving U.S. Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another transactionfacilities, in which case such notice may be revoked by the Revolving U.S. Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Revolving Commitments under this Section 2.08 shall be made ratably among the Lenders in accordance with their respective Revolving Commitments.
(d) Subject to the conditions set forth below, the Revolving Borrower may, upon at least ten (10) days (or such other period of time agreed to between the Administrative Agent and the Revolving Borrower) prior written notice to the Administrative Agent, increase the Aggregate Commitments from time to time, either by designating a lender not theretofore a Lender to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing Bank, which shall not be unreasonably withheld) or by agreeing with an existing Lender that such Lender’s Commitment shall be increased (thus increasing the Aggregate Commitments); provided that:
(i) the amount of each such increase in the Aggregate Commitments shall not be less than $10,000,000 (or such other minimum amount agreed to between the Administrative Agent and the Revolving Borrower), and shall not cause the sum of (x) the aggregate increases in the Commitments under this Section 2.08(d) plus (y) the outstanding amount of all new term loans made under Section 2.06(b) of the New Term Loan Credit Facility (or, if applicable the analogous provisions of the Existing Term Loan Credit Agreement or the equivalent term in any successor facility thereto) to exceed $500,000,000;
(ii) the Revolving Borrower and any applicable Lender or lender not theretofore a Lender, shall execute and deliver to the Administrative Agent, a Lender Addition and Acknowledgement Agreement, in form and substance satisfactory to the Administrative Agent and acknowledged by the Administrative Agent, the Issuing Banks, the Swingline Lenders and the Revolving Borrower;
(iii) no existing Lender shall be obligated in any way to increase any of its Commitments unless it has executed and delivered a Lender Addition and Acknowledgement Agreement;
(iv) the interest rates paid with respect to the increased Revolving Loan Commitment shall be identical to those payable with respect to the existing Revolving Loan Commitment;
(v) the initial Loans made under any such new or increased Commitments shall be made pursuant to funding procedures then agreed to by the Revolving Borrower and the Administrative Agent;
(vi) the Administrative Agent shall have received such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request; and
(vii) a new Lender may not be the Company, the Revolving Borrower or any Affiliate or Subsidiary of the Company or any other Ineligible Institution. Upon the execution, delivery, acceptance and recording of the Lender Addition and Acknowledgement Agreement, from and after the effective date specified in a Lender Addition and Acknowledgement Agreement, such existing Lender shall have a Commitment as therein set forth or such other Lender shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder. Upon its receipt of a Lender Addition and Acknowledgement Agreement together with any note or notes, if requested, subject to such addition and assumption and the written consent to such addition and assumption, the Administrative Agent shall, if such Lender Addition and Acknowledgement Agreement has been completed and the other conditions described in this Section 2.08 have been satisfied: (x) accept such Lender Addition and Acknowledgement Agreement; (y) record the information contained therein in the Register; and (z) give prompt notice thereof to the Lenders and the Revolving Borrower and deliver to the Lenders a schedule reflecting the new Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all Revolving Credit Exposure hereunder is held ratably by the Lenders in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and facility and letter of credit fees. The Revolving Borrower shall make any payments under Section 2.15 resulting from such assignments.
(e) The provisions of Section 2.08(d) shall supersede any provisions in Section 2.17 or 9.02 to the contrary (including, for the avoidance of doubt, provisions thereof relating to amendments to Section 9.02, Section 2.10, Section 2.17, and the definition of “Required Lenders”).
Appears in 1 contract
Samples: Credit Agreement (Perrigo Co)
Termination and Reduction/Increases of Commitments. (a) Unless previously terminated, the Commitments shall terminate in full at 5:00 p.m. Local Time on the Maturity earlier of (i) the date on which the Acquisition is consummated without the making of any Loans and (ii) the Long Stop Date. Additionally, the Tranche 2 Delayed Draw Commitments shall also terminate in full at 5:00 p.m. Local Time on the date that is 6 months after the Acquisition Closing Date. Additionally, the applicable Commitments will be permanently reduced upon the making of any Loan under such Commitment by an amount equal to the Dollar Equivalent (in the case of Commitments denominated in Dollars) or Euro Equivalent (in the case of Commitments denominated in Euro) amount of such Loan.
(b) The Revolving Borrower Term Facility Borrowers may at any time terminate, or from time to time reduce, the any Class of Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $10,000,000 (or, as applicable, €10,000,000) and not less than $10,000,000 and (ii) the Revolving Borrower shall not terminate or reduce the Commitments ifor, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10as applicable, any circumstance set forth in clauses (i) through (iii) of Section 2.01 would occur€10,000,000).
(c) The Revolving Borrower Term Facility Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Revolving Borrower Term Facility Borrowers pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Revolving Borrower Term Facility Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities or another transactionfacilities, in which case such notice may be revoked by the Revolving Borrower Term Facility Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments under this Section 2.08 2.06 shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) Subject to the conditions set forth below, the Revolving Borrower Term Facility Borrowers may, upon at least ten (10) days (or such other period of time agreed to between the Administrative Agent and the Revolving BorrowerTerm Facility Borrowers) prior written notice to the Administrative Agent, increase the Aggregate Commitments from time to time, either by designating request a lender not theretofore new credit facility which is a Lender to become term loan (a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing Bank, which shall not be unreasonably withheld) or by agreeing with an existing Lender that such Lender’s Commitment shall be increased (thus increasing the Aggregate Commitments“New Term Loan”); provided that:
(i) no Default shall have occurred and be continuing hereunder as of the effective date of such increase;
(ii) the representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects) on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date;
(iii) the amount of each such increase in the Aggregate Commitments New Term Loan shall not be less than $10,000,000 (or as applicable, €10,000,000) (or such other minimum amount agreed to between the Administrative Agent and the Revolving BorrowerTerm Facility Borrowers), and shall not cause the sum of (x) the aggregate increases in the Commitments under this Section 2.08(d) plus (y) the outstanding amount of all new term loans made under Section 2.06(b) of the New Term Loan Revolving Credit Facility (or, if applicable the analogous provisions of the Existing Term Loan Revolving Credit Agreement or the equivalent term in any successor facility thereto) plus (y) the outstanding amount of any such New Term Loan (and any other New Term Loans made under this Section 2.06(d)) to exceed $500,000,000;
(iiiv) the Revolving Borrower Term Facility Borrowers and any applicable Lender or lender not theretofore a LenderLender (the designation of such lender not theretofore a Lender to become a Lender to be effective only with the prior written consent of the Administrative Agent, which shall not be unreasonably withheld), shall execute and deliver to the Administrative Agent, a Lender Addition and Acknowledgement Agreement, in form and substance satisfactory to the Administrative Agent and acknowledged by the Administrative Agent, the Issuing Banks, the Swingline Lenders Agent and the Revolving BorrowerTerm Facility Borrowers;
(iiiv) no existing Lender shall be obligated in any way to increase make any of its Commitments New Term Loan unless it has executed and delivered a Lender Addition and Acknowledgement Agreement;
(iv) the interest rates paid with respect to the increased Revolving Loan Commitment shall be identical to those payable with respect to the existing Revolving Loan Commitment;
(v) the initial Loans made under any such new or increased Commitments shall be made pursuant to funding procedures then agreed to by the Revolving Borrower and the Administrative Agent;
(vi) the Administrative Agent shall have received such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request; and;
(vii) the interest rates and fees and amortization applicable to the New Term Loan shall be determined by the Term Facility Borrowers and the lenders thereunder;
(viii) the New Term Loans shall constitute “Loans” for all purposes of the Loan Documents;
(ix) this Agreement and the other Loan Documents may be amended in a writing executed and delivered by the Borrowers and the Administrative Agent to reflect any technical changes necessary to give effect to such New Term Loan in accordance with its terms as set forth herein, which may include the addition of such New Term Loan as a separate facility;
(x) such New Term Loan is on the same terms and conditions as those set forth in this Agreement with respect to the Tranche 1 Loans and/or Tranche 2 Loans, as applicable, except as set forth in (vii) above or to the extent reasonably satisfactory to the Administrative Agent;
(xi) a new Lender may not be the Company, the Revolving any Term Facility Borrower or any Affiliate or Subsidiary of the Company or any other Ineligible Institution. Upon the execution, delivery, acceptance and recording of the Lender Addition and Acknowledgement Agreement, from and after the effective date specified in a Lender Addition and Acknowledgement Agreement, such existing Lender shall have a Commitment as therein set forth or such other Lender shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder. Upon its receipt of a Lender Addition and Acknowledgement Agreement together with any note or notes, if requested, subject to such addition and assumption and the written consent to such addition and assumption, the Administrative Agent shall, if such Lender Addition and Acknowledgement Agreement has been completed and the other conditions described in this Section 2.08 have been satisfied: (x) accept such Lender Addition and Acknowledgement Agreement; (y) record the information contained therein in the Register; and (z) give prompt notice thereof to the Lenders and the Revolving Borrower and deliver to the Lenders a schedule reflecting the new Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all Revolving Credit Exposure hereunder is held ratably by the Lenders in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and facility and letter of credit fees. The Revolving Borrower shall make any payments under Section 2.15 resulting from such assignmentsCompany.
(e) The provisions of Section 2.08(d2.06(d) shall supersede any provisions in Section 2.17 2.15 or 9.02 to the contrary (including, for the avoidance of doubt, provisions thereof relating to amendments to Section 9.02, Section 2.10, Section 2.172.15, and the definition of “Required Lenders”).
Appears in 1 contract
Termination and Reduction/Increases of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Revolving Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $10,000,000 and not less than $10,000,000 and (ii) the Revolving Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, any circumstance set forth in clauses (i) through (iii) of Section 2.01 the Aggregate Revolving Credit Exposure would occurexceed the Aggregate Commitments.
(c) The Revolving Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Revolving Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Revolving Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another transactionfacilities, in which case such notice may be revoked by the Revolving Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments under this Section 2.08 shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) Subject to the conditions set forth below, the Revolving Borrower may, upon at least ten (10) days (or such other period of time agreed to between the Administrative Agent and the Revolving Borrower) prior written notice to the Administrative Agent, increase the Aggregate Commitments from time to time, either by designating a lender not theretofore a Lender to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing Bank, which shall not be unreasonably withheld) or by agreeing with an existing Lender that such Lender’s Commitment shall be increased (thus increasing the Aggregate Commitments); provided that:
(i) no Default shall have occurred and be continuing hereunder as of the effective date of such increase;
(ii) the representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects) on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date;
(iii) the amount of each such increase in the Aggregate Commitments shall not be less than $10,000,000 (or such other minimum amount agreed to between the Administrative Agent and the Revolving Borrower), and shall not cause the sum of (x) the aggregate increases in the Commitments under this Section 2.08(d) plus (y) the outstanding amount of all new term loans New Term Loans (as defined in the Term Loan Facility) made under Section 2.06(b2.06(d) of the New Term Loan Credit Facility (or, if applicable the analogous provisions of the Existing Term Loan Credit Agreement or the equivalent term in any successor facility thereto) to exceed $500,000,000350,000,000;
(iiiv) the Revolving Borrower and any applicable Lender or lender not theretofore a Lender, shall execute and deliver to the Administrative Agent, a Lender Addition and Acknowledgement Agreement, in form and substance satisfactory to the Administrative Agent and acknowledged by the Administrative Agent, the Issuing Banks, the Swingline Lenders Agent and the Revolving Borrower;
(iiiv) no existing Lender shall be obligated in any way to increase any of its Commitments unless it has executed and delivered a Lender Addition and Acknowledgement Agreement;
(ivvi) the interest rates paid with respect to the increased Revolving Loan Commitment shall be identical to those payable with respect to the existing Revolving Loan Commitment;
(v) the initial Loans made under any such new or increased Commitments shall be made pursuant to funding procedures then agreed to by the Revolving Borrower and the Administrative Agent;
(vivii) the Administrative Agent shall have received such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request; and
(viiviii) a new Lender may not be the Company, the Revolving Borrower or any Affiliate or Subsidiary of the Company or any other Ineligible InstitutionRevolving Borrower. Upon the execution, delivery, acceptance and recording of the Lender Addition and Acknowledgement Agreement, from and after the effective date specified in a Lender Addition and Acknowledgement Agreement, such existing Lender shall have a Commitment as therein set forth or such other Lender shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder. Upon its receipt of a Lender Addition and Acknowledgement Agreement together with any note or notes, if requested, subject to such addition and assumption and the written consent to such addition and assumption, the Administrative Agent shall, if such Lender Addition and Acknowledgement Agreement has been completed and the other conditions described in this Section 2.08 have been satisfied: (x) accept such Lender Addition and Acknowledgement Agreement; (y) record the information contained therein in the Register; and (z) give prompt notice thereof to the Lenders and the Revolving Borrower and deliver to the Lenders a schedule reflecting the new Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all Revolving Credit Exposure hereunder is held ratably by the Lenders in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and facility and letter of credit fees. The Revolving Borrower shall make any payments under Section 2.15 resulting from such assignments.
(e) The This provisions of Section 2.08(d2.08(e) shall supersede any provisions in Section 2.17 or 9.02 to the contrary (including, for the avoidance of doubt, provisions thereof relating to amendments to Section 9.02, Section 2.10, Section 2.17, and the definition of “Required Lenders”).
Appears in 1 contract
Termination and Reduction/Increases of Commitments. (a) Unless previously terminated, the Commitments shall terminate in full at 5:00 p.m. New York City time on the Maturity earlier of (i) the date on which the Acquisitions are consummated without the making of any Loans, (ii) the Long Stop Date and (iii) the Certain Funds Termination Date. Additionally, the applicable Commitments will be permanently reduced upon the making of any Loan under such Commitment by an amount equal to the amount of such Loan.
(b) The Revolving Term Facility Borrower may at any time terminate, or from time to time reduce, the either Class of Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $10,000,000 and not less than $10,000,000 and (ii) the Revolving Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, any circumstance set forth in clauses (i) through (iii) of Section 2.01 would occur10,000,000.
(c) The Revolving Term Facility Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Revolving Term Facility Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Revolving Term Facility Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another transactionfacilities, in which case such notice may be revoked by the Revolving Term Facility Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments under this Section 2.08 2.06 shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) Subject to the conditions set forth below, the Revolving Term Facility Borrower may, upon at least ten (10) days (or such other period of time agreed to between the Administrative Agent and the Revolving Term Facility Borrower) prior written notice to the Administrative Agent, increase the Aggregate Commitments from time to time, either by designating request a lender not theretofore new credit facility which is a Lender to become term loan (a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing Bank, which shall not be unreasonably withheld) or by agreeing with an existing Lender that such Lender’s Commitment shall be increased (thus increasing the Aggregate Commitments“New Term Loan”); provided that:
(i) no Default shall have occurred and be continuing hereunder as of the effective date of such increase;
(ii) the representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects) on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date;
(iii) the amount of each such increase in the Aggregate Commitments New Term Loan shall not be less than $10,000,000 (or such other minimum amount agreed to between the Administrative Agent and the Revolving Term Facility Borrower), and shall not cause the sum of (x) the aggregate increases in the Commitments under this Section 2.08(d) of the New Revolving Credit Facility plus (y) the outstanding amount of all new term loans made under Section 2.06(b) of the any such New Term Loan Credit Facility (or, if applicable the analogous provisions of the Existing and any other New Term Loan Credit Agreement or the equivalent term in any successor facility theretoLoans made under this Section 2.06(d)) to exceed $500,000,000350,000,000;
(iiiv) the Revolving Term Facility Borrower and any applicable Lender or lender not theretofore a LenderLender (the designation of such lender not theretofore a Lender to become a Lender to be effective only with the prior written consent of the Administrative Agent, which shall not be unreasonably withheld), shall execute and deliver to the Administrative Agent, a Lender Addition and Acknowledgement Agreement, in form and substance satisfactory to the Administrative Agent and acknowledged by the Administrative Agent, the Issuing Banks, the Swingline Lenders Agent and the Revolving Term Facility Borrower;
(iiiv) no existing Lender shall be obligated in any way to increase make any of its Commitments New Term Loan unless it has executed and delivered a Lender Addition and Acknowledgement Agreement;
(iv) the interest rates paid with respect to the increased Revolving Loan Commitment shall be identical to those payable with respect to the existing Revolving Loan Commitment;
(v) the initial Loans made under any such new or increased Commitments shall be made pursuant to funding procedures then agreed to by the Revolving Borrower and the Administrative Agent;
(vi) the Administrative Agent shall have received such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request; and;
(vii) the interest rates and fees and amortization applicable to the New Term Loan shall be determined by the Term Facility Borrower and the lenders thereunder;
(viii) the New Term Loans shall constitute “Loans” for all purposes of the Loan Documents;
(ix) this Agreement and the other Loan Documents may be amended in a writing executed and delivered by the Borrowers and the Administrative Agent to reflect any technical changes necessary to give effect to such New Term Loan in accordance with its terms as set forth herein, which may include the addition of such New Term Loan as a separate facility;
(x) such New Term Loan is on the same terms and conditions as those set forth in this Agreement with respect to the Tranche 1 Loans and/or Tranche 2 Loans, as applicable, except as set forth in (vii) above or to the extent reasonably satisfactory to the Administrative Agent;
(xi) a new Lender may not be the Company, the Revolving Term Facility Borrower or any Affiliate or Subsidiary of the Company or any other Ineligible Institution. Upon the execution, delivery, acceptance and recording of the Lender Addition and Acknowledgement Agreement, from and after the effective date specified in a Lender Addition and Acknowledgement Agreement, such existing Lender shall have a Commitment as therein set forth or such other Lender shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder. Upon its receipt of a Lender Addition and Acknowledgement Agreement together with any note or notes, if requested, subject to such addition and assumption and the written consent to such addition and assumption, the Administrative Agent shall, if such Lender Addition and Acknowledgement Agreement has been completed and the other conditions described in this Section 2.08 have been satisfied: (x) accept such Lender Addition and Acknowledgement Agreement; (y) record the information contained therein in the Register; and (z) give prompt notice thereof to the Lenders and the Revolving Borrower and deliver to the Lenders a schedule reflecting the new Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all Revolving Credit Exposure hereunder is held ratably by the Lenders in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and facility and letter of credit fees. The Revolving Borrower shall make any payments under Section 2.15 resulting from such assignmentsTerm Facility Borrower.
(e) The provisions of Section 2.08(d2.06(d) shall supersede any provisions in Section 2.17 2.15 or 9.02 to the contrary (including, for the avoidance of doubt, provisions thereof relating to amendments to Section 9.02, Section 2.10, Section 2.172.15, and the definition of “Required Lenders”).
Appears in 1 contract
Termination and Reduction/Increases of Commitments. (a) Unless previously terminated, the Commitments shall terminate terminate on the Maturity Date.
(b) The Revolving Borrower Company may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $10,000,000 5,000,000 and not less than $10,000,000 and (ii) the Revolving Borrower Company shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, any circumstance set forth in clauses (i) through (iii) of Section 2.01 the Aggregate Revolving Exposure would occurexceed the Aggregate Commitments.
(c) The Revolving Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Revolving Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Revolving Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities or another transactionfacilities, in which case such notice may be revoked by the Revolving Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent, but shall not limit the Company’s right to increase Commitments pursuant to Section 2.08(d) immediately below. Each reduction of the Commitments under this Section 2.08 shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) Subject to the conditions set forth below, the Revolving Borrower Company may, upon at least ten (10) days days’ (or such other period of time agreed to between the Administrative Agent and the Revolving BorrowerCompany) prior written notice to the Administrative Agent, increase the Aggregate Commitments from time to time, either by designating a lender not theretofore a Lender to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing Bank, which shall not be unreasonably withheld) or by agreeing with an existing Lender that such Lender’s Commitment shall be increased (thus increasing the Aggregate Commitments); provided that:
(i) no Default shall have occurred and be continuing hereunder as of the effective date of such increase;
(ii) the representations and warranties made by the Borrowers and contained in Article III shall be true and correct in all material respects on and as of the effective date with the same effect as if made on and as of such date (other than those representations and warranties that by their terms speak as of a particular date, which representations and warranties shall be true and correct as of such particular date);
(iii) the amount of each such increase in the Aggregate Commitments shall not be less than $10,000,000 (or such other minimum amount agreed to between the Administrative Agent and the Revolving Borrower)10,000,000, and shall not cause the sum aggregate amount of (x) the aggregate all increases in the Aggregate Commitments and Incremental Term Loans under this Section 2.08(d) plus (y) the outstanding amount of all new term loans made under Section 2.06(b) of the New Term Loan Credit Facility (or, if applicable the analogous provisions of the Existing Term Loan Credit Agreement or the equivalent term in any successor facility thereto) to 2.08 shall not exceed $500,000,000125,000,000;
(iiiv) the Revolving Borrower Borrowers and any applicable the Lender or lender not theretofore a Lender, shall execute and deliver to the Administrative Agent, a Lender Addition and Acknowledgement Agreement, in form and substance satisfactory to the Administrative Agent and acknowledged by the Administrative Agent, the Issuing Banks, the Swingline Lenders Agent and the Revolving each Borrower;
(iiiv) no existing Lender shall be obligated in any way to increase its Commitment, other than any of its Commitments unless it Lender who has executed and delivered a to the Administrative Agent the Lender Addition and Acknowledgement Agreement;
Agreement under the immediately preceding Subsection (iv) the interest rates paid with respect to the increased Revolving Loan Commitment shall be identical to those payable with respect to the existing Revolving Loan Commitment;
(v) the initial Loans made under any such new or increased Commitments shall be made pursuant to funding procedures then agreed to by the Revolving Borrower and the Administrative Agent;); and
(vi) the Administrative Agent shall consent (which consent shall not be unreasonably withheld) to such increase and the Company shall have received complied with such supplemental opinions, resolutions, certificates and other documents conditions in connection with such increase as may be reasonably required by the Administrative Agent may reasonably request; andAgent.
(viie) a new Lender may not be the Company, the Revolving Borrower or any Affiliate or Subsidiary of the Company or any other Ineligible Institution. Upon the execution, delivery, acceptance and recording of the Lender Addition and Acknowledgement Agreement, from and after the effective date specified in a Lender Addition and Acknowledgement Agreement, such existing Lender shall have a Commitment as therein set forth or such other new Lender shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder. .
(f) Upon its receipt of a Lender Addition and Acknowledgement Agreement together with any note or notes, if requested, subject to such addition and assumption and the written consent to such addition and assumption, the Administrative Agent shall, if such Lender Addition and Acknowledgement Agreement has been completed and the other conditions described in this Section 2.08 have been satisfied: :
(xi) accept such Lender Addition and Acknowledgement Agreement; ;
(yii) record the information contained therein in the Register; and and
(ziii) give prompt notice thereof to the Lenders and the Revolving Borrower Company and deliver to the Lenders a schedule reflecting the new Commitments.
(g) At any time and subject to the terms and conditions of this Section 2.08(g), the Company may request one or more tranches of term loans (the “Incremental Term Loans”) with the consent of the Administrative Agent (which consent shall not be unreasonably withheld) but without the consent of any Lender not providing such Incremental Term Loans; provided that the aggregate amount of all Incremental Term Loans shall not exceed the amount permitted under Section 2.08(d)(iii). Any tranche of Incremental Term Loans (i) shall be available to the Company in Dollars, (ii) shall be subject to such conditions precedent as reasonably required by the Administrative Agent (including without limitations conditions equivalent to those contained in Section 2.08(d)(i), (ii), (iv) and (vi)), (iii) shall rank pari passu in right of payment and security, if any, with the Aggregate Revolving Credit Exposure, (iv) shall not mature earlier than the Maturity Date (but may have amortization prior to such date, may be required to be mandatorily prepaid in full or in part prior to prepayment of the Aggregate Revolving Credit Exposure, and may permit voluntary prepayments thereof), and (v) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the Aggregate Revolving Credit Exposure; provided that the terms and conditions applicable to the pricing, fees, amortization and mandatory prepayments regarding any tranche of Incremental Term Loans may differ from those applicable to Aggregate Revolving Credit Exposure. Each tranche of Incremental Term Loans and each Commitment Increase shall be in a minimum amount of $10,000,000 and integral multiples of $5,000,000. Any request for a tranche of Incremental Term Loans shall be made pursuant to such procedures and requirements as agreed upon between the Administrative Agent and the Company. The Lenders Incremental Term Loans may be provided by any existing Lender or by any other bank or other financial institution or other Person engaged in the business of making commercial loans (new any such other bank or existingother financial institution or other Person, a “Proposed New Lender”) as determined by the Administrative Agent and the Company. In connection with any Incremental Term Loan, the Borrowers, the Guarantors, each Lender agreeing to provide such Incremental Term Loans, if any, and each Proposed New Lender, if any, shall accept otherwise have executed and delivered such other instruments and documents that the Administrative Agent shall have reasonably requested in connection with such Incremental Term Loan (the “Incremental Term Loan Amendment Documents”), including without limitation an assignment from amendment to, or amended and restatement of, this Agreement and, as appropriate, the existing Lendersother Loan Documents, executed by the Borrowers, each Lender agreeing to provide such Incremental Term Loans, if any, each Proposed New Lender, if any, and the existing Lenders shall make an assignment to the new Administrative Agent, which amendment or existing Lender accepting a new or increased Commitmentamendments may, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all Revolving Credit Exposure hereunder is held ratably by the Lenders in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and facility and letter of credit fees. The Revolving Borrower shall make any payments under Section 2.15 resulting from such assignments.
(e) The provisions of Section 2.08(d) shall supersede any provisions in Section 2.17 or 9.02 notwithstanding anything herein to the contrary (includingand without the consent of any other Lenders, for the avoidance of doubt, provisions thereof relating to effect such amendments to Section 9.02, Section 2.10, Section 2.17, this Agreement and the definition other Loan Documents as may be necessary or appropriate, in the reasonable opinion of “the Administrative Agent and the Company, to effect such Incremental Term Loans in accordance with this Section 2.08, including without limitation such modifications of the Required Lenders”)Lender and Applicable Percentages definitions and voting and pro rata sharing provisions to give effect to such Incremental Term Loans in accordance with this Section 2.08.
Appears in 1 contract
Termination and Reduction/Increases of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Revolving Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $10,000,000 and not less than $10,000,000 and (ii) the Revolving Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, any circumstance set forth for in clauses (i) through (iii) of Section 2.01 would occur.
(c) The Revolving Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Revolving Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Revolving Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another transactionfacilities, in which case such notice may be revoked by the Revolving Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments under this Section 2.08 shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) Subject to the conditions set forth below, the Revolving Borrower may, upon at least ten (10) days (or such other period of time agreed to between the Administrative Agent and the Revolving Borrower) prior written notice to the Administrative Agent, increase the Aggregate Commitments from time to time, either by designating a lender not theretofore a Lender to become a Lender (such designation to be effective only with the prior written consent of the Administrative Agent and each Issuing Bank, which shall not be unreasonably withheld) or by agreeing with an existing Lender that such Lender’s 's Commitment shall be increased (thus increasing the Aggregate Commitments); provided that:
(i) no Default shall have occurred and be continuing hereunder as of the effective date of such increase;
(ii) the representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects) on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date;
(iii) the amount of each such increase in the Aggregate Commitments shall not be less than $10,000,000 (or such other minimum amount agreed to between the Administrative Agent and the Revolving Borrower), and shall not cause the sum of (x) the aggregate increases in the Commitments under this Section 2.08(d) plus (y) the outstanding amount of all new term loans made under Section 2.06(b) of the New Term Loan Credit Facility (or, if applicable the analogous provisions of the Existing Term Loan Credit Agreement or the equivalent term in any successor facility thereto) to exceed $500,000,000300,000,000;
(iiiv) the Revolving Borrower and any applicable Lender or lender not theretofore a Lender, shall execute and deliver to the Administrative Agent, a Lender Addition and Acknowledgement Agreement, in form and substance satisfactory to the Administrative Agent and acknowledged by the Administrative Agent, the Issuing Banks, the Swingline Lenders Agent and the Revolving Borrower;
(iiiv) no existing Lender shall be obligated in any way to increase any of its Commitments unless it has executed and delivered a Lender Addition and Acknowledgement Agreement;
(ivvi) the interest rates paid with respect to the increased Revolving Loan Commitment shall be identical to those payable with respect to the existing Revolving Loan Commitment;
(v) the initial Loans made under any such new or increased Commitments shall be made pursuant to funding procedures then agreed to by the Revolving Borrower and the Administrative Agent;
(vivii) the Administrative Agent shall have received such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request; and
(viiviii) a new Lender may not be the Company, the Revolving Borrower or any Affiliate or Subsidiary of the Company or any other Ineligible InstitutionCompany. Upon the execution, delivery, acceptance and recording of the Lender Addition and Acknowledgement Agreement, from and after the effective date specified in a Lender Addition and Acknowledgement Agreement, such existing Lender shall have a Commitment as therein set forth or such other Lender shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder. Upon its receipt of a Lender Addition and Acknowledgement Agreement together with any note or notes, if requested, subject to such addition and assumption and the written consent to such addition and assumption, the Administrative Agent shall, if such Lender Addition and Acknowledgement Agreement has been completed and the other conditions described in this Section 2.08 have been satisfied: (x) accept such Lender Addition and Acknowledgement Agreement; (y) record the information contained therein in the Register; and (z) give prompt notice thereof to the Lenders and the Revolving Borrower and deliver to the Lenders a schedule reflecting the new Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all Revolving Credit Exposure hereunder is held ratably by the Lenders in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and facility and letter of credit fees. The Revolving Borrower shall make any payments under Section 2.15 resulting from such assignments.
(e) The provisions of Section 2.08(d) shall supersede any provisions in Section 2.17 or 9.02 to the contrary (including, for the avoidance of doubt, provisions thereof relating to amendments to Section 9.02, Section 2.10, Section 2.17, and the definition of “Required Lenders”).
Appears in 1 contract
