Common use of Termination or Reductions of Facilities Clause in Contracts

Termination or Reductions of Facilities. (a) The Borrower may terminate this Agreement, upon at least three (3) Business Days’ notice to the Agent (who will distribute such notice to the Lenders), upon Full Payment of the Obligations and payment of amounts (if any) due under Section 5.4. Such notice may provide that such termination is contingent upon consummation of a contemplated refinancing or another transaction. (b) The Borrower may from time to time permanently reduce the Revolving Credit Commitments (and the Maximum Revolver Amount), as the case may be, on a pro rata basis based on the applicable Lenders’ respective Pro Rata Shares, upon at least three (3) Business Days’ prior written notice to the Agent, which notice shall specify the amount of the reduction. Each reduction shall be in a minimum amount of $5,000,000 or an increment of $1,000,000 in excess thereof. If after giving effect to any reduction of the Revolving Credit Commitments, the Letter of Credit Subfacility or the Swingline Sublimit shall exceed the Revolving Credit Commitments at such time, each such Subfacility or sublimit, as the case may be, shall be automatically reduced by the amount of such excess and such reduction shall be accompanied by such payment (if any) as may be required to be made such that after giving effect to such payment the relevant aggregate Letters of Credit or Swingline Loans do not exceed the applicable Subfacility or sublimit as so reduced. Each reduction in the Revolving Credit Commitments shall be accompanied by such payment (if any) as may be required to avoid an Out-of-Formula Condition. It being understood and agreed that the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments at its direction. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Revolving Credit Commitments if such termination would have resulted from a refinancing of all of the applicable Commitments, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 8 contracts

Samples: Credit Agreement (ProFrac Holding Corp.), Credit Agreement (ProFrac Holding Corp.), Credit Agreement (ProFrac Holding Corp.)

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Termination or Reductions of Facilities. (a) The Borrower may terminate this Agreement, upon at least three (3) Business Days’ notice to the Agent (who will distribute such notice to the Lenders), upon Full Payment of the Obligations and payment of amounts (if any) due under Section 5.4. Such notice may provide that such termination is contingent upon consummation of a contemplated refinancing or another transaction. (b) The Borrower may from time to time permanently reduce the Revolving Credit Commitments (and the Maximum Revolver Amount), as the case may be, on a pro rata basis based on the applicable Lenders’ respective Pro Rata Shares, upon at least three (3) Business Days’ prior written notice to the Agent, which notice shall specify the amount of the reduction. Each reduction shall be in a minimum amount of $5,000,000 or an increment of $1,000,000 in excess thereof. If after giving effect to any reduction of the Revolving Credit Commitments, the Letter of Credit Subfacility or the Swingline Sublimit shall exceed the Revolving Credit Commitments at such time, each such Subfacility subfacility or sublimit, as the case may be, shall be automatically reduced by the amount of such excess and such reduction shall be accompanied by such payment (if any) as may be required to be made such that after giving effect to such payment the relevant aggregate Letters of Credit or Swingline Loans do not exceed the applicable Subfacility subfacility or sublimit as so reduced. Each reduction in the Revolving Credit Commitments shall be accompanied by such payment (if any) as may be required to avoid an Out-of-Formula Condition. It being understood and agreed that the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments at its direction. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Revolving Credit Commitments if such termination would have resulted from a refinancing of all of the applicable Commitments, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 6 contracts

Samples: Credit Agreement (ProPetro Holding Corp.), Restatement Agreement (ProPetro Holding Corp.), Credit Agreement (ProPetro Holding Corp.)

Termination or Reductions of Facilities. (a) The Borrower Borrowers’ Agent (on behalf of the Borrowers) may terminate this Agreement, upon at least three (3) one Business Days’ notice to the Agent (who will promptly distribute such notice to the Lenders), upon Full Payment of the Obligations and payment of amounts (if any) due under Section 5.4. Such notice may provide that such termination is contingent upon consummation of a contemplated refinancing or another transaction. (b) The Borrower Borrowers’ Agent (on behalf of any Borrower) may from time to time permanently reduce the Revolving Credit amount of the U.S. Facility Commitments (and the Maximum Revolver Amount), as the case may be, on a pro rata basis based on the applicable Lenders’ respective Pro Rata SharesShare of the U.S. Facility Commitments, unless otherwise agreed to by the respective U.S. Facility Lenders), or the amount of the Multicurrency Facility Commitments (on a pro rata basis based on the Lenders’ respective Pro Rata Share of the Multicurrency Facility Commitments, unless otherwise agreed to by the respective U.S. Facility Lenders), upon at least three (3) one Business Days’ Day’s prior written notice to the AgentAgent (who will promptly distribute such notice to the Lenders), which notice shall specify the amount of the reductionreduction and shall be irrevocable once given, provided, that, in no event shall the aggregate amount of the Multicurrency Facility Commitments be more than 10% of all Revolving Credit Commitments after giving effect to any such reductions. Each reduction shall be in a minimum amount of $5,000,000 or an increment integral multiple of $1,000,000 in excess thereof. If after giving effect to any reduction of the Revolving Credit Commitments, the Maximum U.S. Revolver Amount, the Maximum Multicurrency Revolver Amount, the Letter of Credit Subfacility Subfacility, the U.S. Letter of Credit Subfacility, the Multicurrency Letter of Credit Subfacility, the U.S. Swingline Sublimit, or the Multicurrency Swingline Sublimit shall exceed the Revolving Credit Commitments at such time, each such Subfacility amount, subfacility or sublimit, as the case may be, shall be automatically reduced by the amount of such excess and such reduction shall be accompanied by such payment (if any) as may be required to be made such that after giving effect to such payment the Equivalent Amount in Dollars of the relevant aggregate U.S. Revolving Loans, Multicurrency Revolving Loans, Letters of Credit or Swingline Loans do not exceed the applicable Subfacility amount, subfacility or sublimit as so reduced. Each reduction in the Revolving Credit Commitments shall be accompanied by such payment (if any) as may be required to avoid an Out-of-Formula Condition. It being understood and agreed that the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments at its direction. Notwithstanding the foregoing, the Borrower may rescind or postpone any . (c) [Intentionally omitted]. (d) [Intentionally omitted]. (e) Any notice of termination delivered by the Borrowers’ Agent pursuant to clause (a) of this Section 4.3 may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case, subject to Section 5.4, such notice may be revoked by the Borrowers’ Agent (by written notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. (f) [Intentionally omitted]. (g) All outstanding Commitments shall terminate on the Maturity Date. (h) At any time that the Maximum Multicurrency Revolver Amount has been permanently reduced to zero and Full Payment with respect to the Obligations of the Revolving Credit Commitments if such termination would have resulted from a refinancing of all Canadian Borrowers has occurred, the Agent agrees, at the election of the applicable CommitmentsBorrowers’ Agent, which refinancing shall not be consummated or otherwise shall be delayedto (i) terminate the Canadian GCA and any other Canadian Security Document and (ii) release any security interest granted under any Canadian Security Document and release each Guarantor from its obligations under the Canadian GCA.

Appears in 2 contracts

Samples: Credit Agreement (Herc Holdings Inc), Credit Agreement (Herc Holdings Inc)

Termination or Reductions of Facilities. (a) The Borrower Borrowers’ Agent (on behalf of the Borrowers) may terminate this Agreement, upon at least three (3) one Business Days’ Day’s notice to the Agent (who will promptly distribute such notice to the Lenders), upon Full Payment of the Obligations and payment of amounts (if any) due under Section 5.4. Such notice may provide that such termination is contingent upon consummation of a contemplated refinancing or another transaction. (b) The Borrower Borrowers’ Agent (on behalf of any Borrower) may from time to time permanently reduce the amount of the Revolving Credit Commitments (and the Maximum Revolver Amount), as the case may be, on a pro rata basis based on the applicable Lenders’ respective Pro Rata SharesShare, unless otherwise agreed to by the respective Lenders), upon at least three (3) one Business Days’ Day’s prior written notice to the AgentAgent (who will promptly distribute such notice to the Lenders), which notice shall specify the amount of the reductionreduction and shall be irrevocable once given. Each reduction shall be in a minimum amount of $5,000,000 or an increment integral multiple of $1,000,000 in excess thereof. If after giving effect to any reduction of the Revolving Credit Commitments, the Maximum Canadian Revolver Amount, the Letter of Credit Subfacility Subfacility, the Canadian Letter of Credit Subfacility, the U.S. Swingline Sublimit, or the Canadian Swingline Sublimit shall exceed the Revolving Credit Commitments at such time, each such Subfacility amount, subfacility or sublimit, as the case may be, shall be automatically reduced by the amount of such excess and such reduction shall be accompanied by such payment (if any) as may be required to be made such that after giving effect to such payment the Equivalent Amount in Dollars of the relevant aggregate Canadian Revolving Loans, Letters of Credit or Swingline Loans do not exceed the applicable Subfacility amount, subfacility or sublimit as so reduced. Each reduction in the Revolving Credit Commitments shall be accompanied by such payment (if any) as may be required to avoid an Out-of-Formula Condition. It being understood and agreed that the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments at its direction. Notwithstanding the foregoing, the Borrower may rescind or postpone any . (c) [Intentionally omitted]. (d) [Intentionally omitted]. (e) Any notice of termination delivered by the Borrowers’ Agent pursuant to clause (a) of this Section 4.3 may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case, subject to Section 5.4, such notice may be revoked by the Borrowers’ Agent (by written notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. (f) [Intentionally omitted]. (g) All outstanding Commitments shall terminate on the Maturity Date. (h) At any time that the Maximum Canadian Revolver Amount has been permanently reduced to zero and Full Payment with respect to the Obligations of the Revolving Credit Commitments if such termination would have resulted from a refinancing of all Canadian Borrowers has occurred, the Agent agrees, at the election of the applicable CommitmentsBorrowers’ Agent, which refinancing shall not be consummated or otherwise shall be delayedto (i) terminate the Canadian GCA and any other Canadian Security Document and (ii) release any security interest granted under any Canadian Security Document and release each Guarantor from its obligations under the Canadian GCA.

Appears in 1 contract

Samples: Credit Agreement (Herc Holdings Inc)

Termination or Reductions of Facilities. (a) The Borrower Borrowers’ Agent (on behalf of the Borrowers) may terminate this Agreement, upon at least three one (31) Business Days’ Day’s notice to the Agent (who will promptly distribute such notice to the Lenders), upon Full Payment of the Obligations and payment of amounts (if any) due under Section 5.4. Such notice may provide that such termination is contingent upon consummation of a contemplated refinancing or another transaction. (b) The Borrower Borrowers’ Agent (on behalf of any Borrower) may from time to time permanently reduce the amount of the U.S. Revolving Credit Commitments (and or the Maximum Revolver Amount)Canadian Revolving Credit Commitments, as the case may be, be (on a pro rata basis based on the applicable Lenders’ respective Pro Rata SharesShare, unless otherwise agreed to by the respective applicable Lenders), upon at least three one (31) Business Days’ Day’s prior written notice to the AgentAgent (who will promptly distribute such notice to the Lenders), which notice shall specify the amount of the reductionreduction and shall be irrevocable once given. Each reduction shall be in a minimum amount of $5,000,000 (or for Canadian Revolving Credit Commitments, Cdn $5,000,000) or an increment integral multiple of $1,000,000 (or for Canadian Revolving Credit Commitments, Cdn $1,000,000) in excess thereof. If after giving effect to any reduction of the Revolving Credit Commitments, the U.S. Letter of Credit Subfacility, the U.S. Swingline Sublimit or the Maximum Specified Loan Sublimit shall exceed the U.S. Revolving Credit Commitments at such time, or the Canadian Letter of Credit Subfacility or the Canadian Swingline Sublimit shall exceed the Canadian Revolving Credit Commitments at such time, each such Subfacility subfacility or sublimit, as the case may be, shall be automatically reduced by the amount of such excess and such reduction shall be accompanied by such payment (if any) as may be required to be made such that after giving effect to such payment the relevant aggregate Letters of Credit or Swingline Loans do not exceed the applicable Subfacility subfacility or sublimit as so reduced. Each reduction in the Revolving Credit Commitments shall be accompanied by such payment (if any) as may be required to avoid an Out-of-Formula Condition. It . (i) At the time of any reduction of the U.S. Revolving Credit Commitments as set forth in Section 4.3(b), but without duplication of any increase permitted pursuant to Section 2.6, the U.S. Revolving Credit Commitments so reduced may be added, in whole or in part, at the Borrowers’ Agent’s option, to the then outstanding Canadian Revolving Credit Commitments, in the manner set forth in clause (ii) below; provided that no increase to the Canadian Revolving Credit Commitments pursuant to this clause (c) shall result in the Canadian Revolving Credit Commitments exceeding 35% of the aggregate Revolving Credit Commitments. (ii) (x) In the case of U.S. Lenders that, as of immediately prior to any such reduction, have (within the same branch and legal entity, as applicable) both U.S. Revolving Credit Commitments and Canadian Revolving Credit Commitments, the Canadian Revolving Credit Commitments of such U.S. Lenders whose U.S. Revolving Credit Commitments are being understood so reduced shall be automatically increased by the amount so reduced, and agreed (y) in the case of the amount of any U.S. Revolving Credit Commitments being so reduced that are not automatically reallocated pursuant to the Borrower immediately preceding clause (x), the Borrowers’ Agent may allocate seek to obtain like amounts of such Commitments in the form of Canadian Revolving Credit Commitments from existing Lenders or any other Persons; provided, however, that (1) no Canadian Lender shall be obligated to provide any such Commitments as a result of any such request by the Borrowers’ Agent, and (2) any Additional Lender which is not an existing Canadian Lender shall be subject to the approval of the Agent, each Canadian Letter of Credit Issuer, the Canadian Swingline Lender and the Borrowers’ Agent (each such approval not to be unreasonably withheld). (i) At the time of any termination or reduction of the Canadian Revolving Credit Commitments among Classes as set forth in Section 4.3(b), but without duplication of Commitments at its direction. Notwithstanding the foregoingany increase permitted pursuant to Section 2.6, the Borrower Canadian Revolving Credit Commitments so terminated or reduced may rescind be added, in whole or postpone in part, at the Borrowers’ Agent’s option, to the then outstanding U.S. Revolving Credit Commitments, in the manner set forth in clause (ii) below. (ii) (x) In the case of Canadian Lenders that, as of immediately prior to any such termination or reduction, have (within the same branch and legal entity, as applicable) both U.S. Revolving Credit Commitments and Canadian Revolving Credit Commitments, the U.S. Revolving Credit Commitments of such Canadian Lenders whose Canadian Revolving Credit Commitments are being so terminated or reduced shall be automatically increased by the amount so terminated or reduced, and (y) in the case of the amount of any Canadian Revolving Credit Commitments being so terminated or reduced that are not automatically reallocated pursuant to the immediately preceding clause (x), the Borrowers’ Agent may seek to obtain like amounts of such Commitments in the form of U.S. Revolving Credit Commitments from existing Lenders or any other Persons; provided, however, that (1) no U.S. Lender shall be obligated to provide any such Commitments as a result of any such request by the Borrowers’ Agent, and (2) any Additional Lender which is not an existing U.S. Lender shall be subject to the approval of the Agent, each U.S. Letter of Credit Issuer, the U.S. Swingline Lender and the Borrowers’ Agent (each such approval not to be unreasonably withheld). (e) Any notice of termination delivered by the Borrowers’ Agent pursuant to clause (a) of this Section 4.3 may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case, subject to Section 5.4, such notice may be revoked by the Borrowers’ Agent (by written notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. (f) No more than one reallocation of Commitments pursuant to clause (c) or (d) of this Section 4.3 may be effected in any Fiscal Quarter. (g) All outstanding Commitments shall terminate on the Maturity Date. (h) At any time that the Canadian Revolving Credit Commitments if such termination would have resulted from a refinancing of all been terminated and Full Payment with respect to the Obligations of the applicable CommitmentsCanadian Borrower has occurred, which refinancing shall not be consummated or otherwise shall be delayedthe Agent agrees, at the election of the Borrowers’ Agent, to (i) terminate the Canadian Security Agreement, the Canadian URC Guarantee Agreement, and any other Canadian Security Document and (ii) release any security interest granted under any Canadian Security Document and release each Guarantor from its obligations under the Canadian URC Guarantee Agreement (in each case, other than with respect to the guarantees and security interests granted by each of United Rentals of Nova Scotia (No. 1), ULC and United Rentals of Nova Scotia (No. 2), ULC in respect of the U.S. Obligations, unless Full Payment with respect to the U.S. Obligations has occurred).

Appears in 1 contract

Samples: Credit Agreement (United Rentals North America Inc)

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Termination or Reductions of Facilities. (a) The Borrower may terminate this Agreement, upon at least three (3) Business Days’ notice to the Agent (who will distribute such notice to the Lenders), upon Full Payment of the Obligations and payment of amounts (if any) due under Section 5.4. Such notice may provide that such termination is contingent upon consummation of a contemplated refinancing or another transaction. (b) The Borrower may from time to time permanently reduce the Revolving Credit Commitments (and the Maximum Revolver Amount), as the case may be, on a pro rata basis based on the applicable Lenders’ respective Pro Rata Shares, upon at least three (3) Business Days’ prior written notice to the Agent, which notice shall specify the amount of the reduction; provided, the Borrower may permanently reduce the commitments under a FILO Tranche, if the Specified Conditions are met. Each reduction shall be in a minimum amount of $5,000,000 or an increment of $1,000,000 in excess thereof. If after giving effect to any reduction of the Revolving Credit Commitments, the Letter of Credit Subfacility or the Swingline Sublimit shall exceed the Revolving Credit Commitments at such time, each such Subfacility subfacility or sublimit, as the case may be, shall be automatically reduced by the amount of such excess and such reduction shall be accompanied by such payment (if any) as may be required to be made such that after giving effect to such payment the relevant aggregate Letters of Credit or Swingline Loans do not exceed the applicable Subfacility subfacility or sublimit as so reduced. Each reduction in the Revolving Credit Commitments shall be accompanied by such payment (if any) as may be required to avoid an Out-of-Formula Condition. It being understood and agreed that the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments at its direction. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Revolving Credit Commitments if such termination would have resulted from a refinancing of all of the applicable Commitments, which refinancing shall not be consummated or otherwise shall be delayed.

Appears in 1 contract

Samples: Credit Agreement (Nesco Holdings, Inc.)

Termination or Reductions of Facilities. (a) The Borrower Borrowers’ Agent (on behalf of the Borrowers) may terminate this Agreement, upon at least three (3) one Business Days’ Day’s notice to the Agent (who will promptly distribute such notice to the Lenders), upon Full Payment of the Obligations and payment of amounts (if any) due under Section 5.4. Such notice may provide that such termination is contingent upon consummation of a contemplated refinancing or another transaction. (b) The Borrower Borrowers’ Agent (on behalf of any Borrower) may from time to time permanently reduce the amount of the Revolving Credit Commitments (and the Maximum Revolver Amount), as the case may be, on a pro rata basis based on the applicable Lenders’ respective Pro Rata SharesShare, unless otherwise agreed to by the respective Lenders), upon at least three (3) one Business Days’ Day’s prior written notice to the AgentAgent (who will promptly distribute such notice to the Lenders), which notice shall specify the amount of the reductionreduction and shall be irrevocable once given. Each reduction shall be in a minimum amount of $5,000,000 or an increment integral multiple of $1,000,000 in excess thereof. If after giving effect to any reduction of the Revolving Credit Commitments, the Maximum Canadian Revolver Amount, the Maximum ROW Revolver Amount, the Letter of Credit Subfacility Subfacility, the U.S. Swingline Sublimit, the ROW Swingline Sublimit, the Canadian Swingline Sublimit or the French Swingline Sublimit shall exceed the Revolving Credit Commitments at such time, each such Subfacility amount, subfacility or sublimit, as the case may be, shall be automatically reduced by the amount of such excess and such reduction shall be accompanied by such payment (if any) as may be required to be made such that after giving effect to such payment the Equivalent Amount in Dollars of the relevant aggregate Canadian Revolving Loans, ROW Revolving Loans, Letters of Credit or Swingline Loans do not exceed the applicable Subfacility amount, subfacility or sublimit as so reduced. Each reduction in the Revolving Credit Commitments shall be accompanied by such payment (if any) as may be required to avoid an Out-of-Formula Condition. It being understood and agreed that the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments at its direction. Notwithstanding the foregoing, the Borrower may rescind or postpone any . (c) [Intentionally omitted]. (d) [Intentionally omitted]. (e) Any notice of termination delivered by the Borrowers’ Agent pursuant to clause (a) of this Section 4.3 may state that such notice is conditioned upon the Revolving Credit Commitments occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case, subject to Section 5.4, such notice may be revoked by the Borrowers’ Agent (by written notice to the Agent on or prior to the specified effective date) if such termination would have resulted from a refinancing of all of the applicable Commitments, which refinancing shall condition is not be consummated or otherwise shall be delayedsatisfied. (f) [Intentionally omitted].

Appears in 1 contract

Samples: Credit Agreement (United Rentals North America Inc)

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