Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and (ii) the 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, the sum of the Revolving Exposures would exceed the total Revolving Commitments. (c) The 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. (d) At any time prior to the expiration of the Revolving Availability Period, and so long as no Event of Default shall have occurred which is continuing, the Borrower may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), (ii) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitments.
Appears in 3 contracts
Samples: Credit Agreement (DXP Enterprises Inc), Credit Agreement (DXP Enterprises Inc), Credit Agreement (DXP Enterprises Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower Company may at any time terminateterminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon.
(c) The Company may from time to time reduce, reduce the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and 10,000,000, (ii) at no time shall the Borrower aggregate amount of the Commitments be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company 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, the sum of the Revolving Exposures would exceed the lesser of the total Revolving CommitmentsCommitments and the Borrowing Base.
(cd) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section, 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 Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(de) At any The Company may, from time to time, at its option but with the consent of the Administrative Agent, seek to increase the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice to the expiration Administrative Agent, which notice shall specify the amount of the Revolving Availability Period, any such increase and so long as shall be delivered at a time when no Default or Event of Default shall have has occurred which and is continuing. After delivery of such notice, the Borrower Administrative Agent or the Company, in consultation with the Administrative Agent, may elect to offer the increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no Lender shall which may be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrowers accept such incremental 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 credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be required, notwithstanding anything to made in exchange for the contrary set forth in principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 9.02 hereof), (ii) 2.11 resulting from such assignments. Any such increase of the addition of new Lenders total Commitments shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested receipt by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result Agent from the Borrowers of such increase of the aggregate amount of the Revolving Commitmentssupplemental opinions, (v) resolutions, certificates and other documents as the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsreasonably request.
Appears in 3 contracts
Samples: Credit Agreement (Furniture Brands International Inc), Credit Agreement (Furniture Brands International Inc), Credit Agreement (Furniture Brands International Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; Commitments, provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iiiii) any reduction of the Borrower Commitments to an amount below the LC Commitment shall not terminate or be automatically reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the total Revolving CommitmentsLC Commitment on a dollar for dollar basis.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, 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 Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or Each reduction, and any termination, of the Commitments shall be permanent and each reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At The Borrower may at any time and from time to time prior to the expiration Maturity Date, at its sole cost, expense and effort, request any one or more of the Revolving Availability Period, and so long as no Event of Default shall have occurred which is continuing, Lenders to increase its Commitment (the Borrower may elect decision to increase the aggregate Commitment of a Lender to be within the Revolving Commitments sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an amount not exceeding Increase Supplement duly executed by the Maximum Accordion Amount minus any reductions Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the Revolving Commitments pursuant case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to Section2.07(bthe amount set forth in such Increase Supplement, (y) hereofin the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that that:
(i) no Lender immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), not exceed $25,000,000;
(ii) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Revolving CommitmentsCommitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of received such increase in the aggregate committed amount of the Revolving Commitments, certificates and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower other items as it shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender reasonably request in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsincrease.
Appears in 3 contracts
Samples: Credit Agreement (Cleco Power LLC), Credit Agreement (Cleco Corp), Credit Agreement (Cleco Power LLC)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) In the event that the Senior Note Refinancing shall not have occurred prior to the Trigger Date, then on the Trigger Date each Revolving Commitment shall automatically reduce to zero ($0) and terminate.
(c) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; Revolving Commitments, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and (ii) the 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 2.102.7, the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments, and (ii) each such reduction shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000.
(cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (bc) of this Section, 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 Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Revolving Commitments delivered by the Borrower 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 such notice may be revoked by the 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 Each reduction, and any termination, of the Revolving Commitments of any Class shall be permanent. Each , and each such reduction of the Commitments of any Class shall be made ratably among the applicable Lenders (other than a Defaulting Lender) in accordance with their respective Commitments of such ClassRevolving Commitments.
(de) At The Borrower may at any time prior and from time to the expiration time, at its sole cost, expense and effort, request any one or more of the Revolving Availability PeriodLenders (other than a Defaulting Lender), and so long as no Event an Affiliate of Default shall have occurred which is continuing, the Borrower may elect to increase the aggregate a Lender (other than a Defaulting Lender) or an Approved Fund of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(ba Lender (other than a Defaulting Lender) hereof, provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed or to provide a new Revolving Commitment, as the case may be (the decision to be within the sole and absolute discretion of such increase in writing (but otherwiseLender, no notice to Affiliate or consent by Approved Fund), or any Lender shall be required, notwithstanding anything other Person reasonably satisfactory to the contrary set forth in Section 9.02 hereof)Administrative Agent, (ii) the addition of Issuing Bank and the Swingline Lender to provide a new Lenders shall be subject Revolving Commitment, by submitting a Revolving Increase Supplement duly executed by the Borrower and each such Lender, Affiliate, Approved Fund or other Person, as the case may be, to the terms and provisions of Section 9.04 hereof as if Administrative Agent. If such new Lenders were acquiring an interest Revolving Increase Supplement is in the Loans by assignment from an existing Lenders (all respects reasonably satisfactory to the extent applicableAdministrative Agent, i.e. required approvals, minimum amounts the Administrative Agent shall execute such Revolving Increase Supplement and the like), (iii) deliver a copy thereof to the Borrower shall execute and deliver each such additional Lender, Affiliate, Approved Fund or replacement Notes other Person, as the case may be. Upon execution and delivery of such other documentation (including evidence of proper authorization) as may be reasonably requested Revolving Increase Supplement by the Administrative Agent, any new Lender or any Lender which is increasing its (i) in the case of each such Lender, such Lender’s Revolving CommitmentCommitment shall be increased to the amount set forth in such Revolving Increase Supplement, (ivii) no in the case of each such Affiliate, Approved Fund or other Person, such Affiliate, Approved Fund or other Person shall thereupon become a party hereto and shall for all purposes of the Loan Documents be deemed a “Lender” having a Revolving Commitment as set forth in such Revolving Increase Supplement, and (iii) in each case, the Revolving Commitment of such Lender, Affiliate, Approved Fund or such other Person, as the case may be, shall be as set forth in the applicable Revolving Increase Supplement; provided, however, that:
(A) immediately after giving effect thereto, the aggregate Revolving Commitments plus all unfunded Add-on Term Loan Commitments plus the initial principal amount of all Add-on Term Loans shall not exceed $125,000,000;
(B) each such increase when aggregated with any contemporaneous Add-on Term Loans or Add-on Term Loan Commitments made pursuant to Section 2.1(b) shall be in an amount not less than $25,000,000 and in an integral multiple of $1,000,000;
(C) if Revolving Loans would be outstanding immediately after giving effect to each such increase, then simultaneously with such increase (1) each such Lender, each such Affiliate, Approved Fund or other Person and each other Lender shall be deemed to have entered into a master assignment and acceptance agreement, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have any right assigned to decrease each such Lender and each such Affiliate, Approved Fund or other Person a portion of its Revolving Commitment Loans necessary to reflect proportionately the Revolving Commitments as adjusted in accordance with this subsection (f), and (2) in connection with such assignment, each such Lender and each such Affiliate, Approved Fund or other Person shall pay to the Administrative Agent, for the account of the other Lenders, such amount as shall be necessary to appropriately reflect the assignment to it of Revolving Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a result prepayment of such increase Eurodollar Borrowings for purposes of the aggregate amount of the Revolving CommitmentsSection 3.6; and
(D) each such Affiliate, (v) Approved Fund or other Person shall have delivered to the Administrative Agent shall have no obligation to arrangeand the Borrower all forms, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitmentsif any, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be that are required to pay (be delivered by such Affiliate, Approved Fund or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments other Person pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving CommitmentsSection 3.7.
Appears in 2 contracts
Samples: Credit and Guarantee Agreement (General Communication Inc), Credit and Guarantee Agreement (Gci Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; Commitments, provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iiiii) any reduction of the Borrower Commitments to an amount below the LC Commitment shall not terminate or be automatically reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the total Revolving CommitmentsLC Commitment on a dollar for dollar basis.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, 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 Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or Each reduction, and any termination, of the Commitments shall be permanent and each reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At The Borrower may at any time and from time to time prior to the expiration Maturity Date, at its sole cost, expense and effort, request any one or more of the Revolving Availability Period, and so long as no Event of Default shall have occurred which is continuing, Lenders to increase its Commitment (the Borrower may elect decision to increase the aggregate Commitment of a Lender to be within the Revolving Commitments sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an amount not exceeding Increase Supplement duly executed by the Maximum Accordion Amount minus any reductions Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the Revolving Commitments pursuant case of each such Lender (an "Increasing Lender"), its Commitment shall be increased to Section2.07(bthe amount set forth in such Increase Supplement, (y) hereofin the case of each such other Person, such other Person shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that that:
(i) no Lender immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), not exceed $25,000,000;
(ii) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such increasing Lender, each such other Person and each other Lender shall be deemed to have entered into a master assignment and acceptance agreement, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such increasing Lender and each such other Person a portion of its Loans necessary to reflect proportionately the Revolving CommitmentsCommitments as adjusted in accordance with this subsection (f), and (2) in connection with such assignment, each such increasing Lender and each such other Person shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of received such increase in the aggregate committed amount of the Revolving Commitments, certificates and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower other items as it shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender reasonably request in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsincrease.
Appears in 2 contracts
Samples: Credit Agreement (Cleco Power LLC), Credit Agreement (Cleco Power LLC)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower Company may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $US$1,000,000 and not less than US$10,000,000 and (ii) the Borrower Company shall not terminate or reduce the Revolving Commitments if, after giving effect to thereto and any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, the sum of the total Revolving Credit Exposures would exceed the total Revolving Commitments.
(c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, 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 Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At any The Company may from time prior to time, by written notice to the expiration Administrative Agent (which shall promptly deliver a copy to each of the Revolving Availability PeriodLenders) executed by the Company and one or more financial institutions (which may include any Lender) that are willing to extend a Commitment or, and so long as no Event in the case of Default shall have occurred which any such financial institution that is continuingalready a Lender, the Borrower may elect to increase its Commitment (any such financial institution referred to in this Section being called an “Increasing Lender”), cause the aggregate total Commitments to be increased by such new or incremental Commitments of the Revolving Commitments to Increasing Lenders, in an amount not exceeding the Maximum Accordion Amount minus any reductions for each Increasing Lender as set forth in the Revolving Commitments pursuant to Section2.07(b) hereof, such notice; provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such the aggregate principal amount of any increase in writing (but otherwise, no notice the total Commitments made pursuant to or consent by any Lender this Section shall not be required, notwithstanding anything to less than US$25,000,000 and the contrary set forth in Section 9.02 hereof)aggregate principal amount of all such increases shall not exceed US$300,000,000, (ii) the addition of new Lenders each Increasing Lender, if not already a Lender hereunder, shall be subject to the terms and provisions prior written approval of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, each Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld) and (iii) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. New Commitments and increases in Commitments created pursuant to this Section shall become effective (A) in the case of an Increasing Lender already a Lender under this Agreement, on the date specified in the applicable notice delivered pursuant to this Section and (B) in the case of an Increasing Lender not already a Lender under this Agreement, on the effective date of the applicable Accession Agreement. Upon the effectiveness of any new Accession Agreement to which any Increasing Lender or any Lender which is increasing its Revolving Commitmenta party, (iv) no such Increasing Lender shall have any right thereafter be deemed to decrease its Revolving Commitment as be a result party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of such a Lender hereunder. Notwithstanding the foregoing, no increase of in the aggregate amount Commitments (or in the Commitment of the Revolving Commitments, any Lender) shall become effective under this Section unless (v1) the Administrative Agent shall have no obligation received documents consistent with those delivered under Sections 4.01(b) and 4.01(c) as to arrangethe corporate power and authority of the Borrowers to borrow hereunder after giving effect to such increase and (2) on the date of such increase, find the conditions set forth in Sections 4.02(a) and 4.02(b) shall be satisfied (with all references in such Sections to a Borrowing being deemed to be references to such increase and without giving effect to the parenthetical in Section 4.02(a)) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any extension of a new Commitment or locate increase of a Lender’s Commitment pursuant to this paragraph, any Lender or new bank or financial institution Loans outstanding prior to participate in any unsubscribed portion the effectiveness of such increase in or extension shall continue outstanding until the aggregate committed amount ends of the Revolving Commitmentsrespective Interests Periods applicable thereto, and (vi) such option shall then be repaid and, if the Borrowers shall so elect, refinanced with new Revolving Loans made pursuant to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender Section 2.01 ratably in connection accordance with the need to reallocate existing Loans among the Lenders Commitments in effect following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront such extension or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsincrease.
Appears in 2 contracts
Samples: Credit Agreement (Agilent Technologies Inc), Credit Agreement (Agilent Technologies Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $2,500,000, (ii) the 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 2.102.11, the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At any time prior The Borrower may, at its option, on up to four occasions following the expiration of the Revolving Availability PeriodEffective Date, and so long as no Event of Default shall have occurred which is continuing, the Borrower may elect seek to increase the aggregate of the Revolving Commitments by up to an aggregate amount not exceeding of $75,000,000 (resulting in a maximum aggregate Commitment of $200,000,000) upon at least three (3) Business Days’ prior written notice to the Maximum Accordion Amount minus any reductions Administrative Agent, which notice shall be in the Revolving form of Exhibit C or any other form approved by the Administrative Agent and signed by the Borrower and shall be delivered at a time when no Default has occurred and is continuing. The Borrower may, after giving such notice, offer the increase (which may be declined by any Lender in its sole discretion) in the aggregate Commitment on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent. No increase in the aggregate Commitment shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrower shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrower accepts such incremental Commitments. Upon the effectiveness of any increase in the total Commitments pursuant to Section2.07(b) hereofhereto, provided that (i) no each Lender (new or existing) shall be required deemed to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwiseaccepted an assignment from the existing Lenders, no notice to or consent by any Lender and the existing Lenders shall be requireddeemed to have made an assignment to each new or existing Lender accepting a new or increased Commitment, notwithstanding anything to of an interest in each then outstanding Revolving Loan (in each case, on the contrary terms and conditions set forth in Section 9.02 hereof), the Assignment and Assumption) and (ii) the addition Swingline Exposure and LC Exposure of the existing and new Lenders shall be subject automatically adjusted such that, after giving effect to such assignments and adjustments, all Revolving Credit Exposure hereunder is held ratably by the Lenders in proportion to their respective Commitments. Assignments pursuant to the terms preceding sentence shall be made in exchange for, and provisions substantially contemporaneously with the payment to the assigning Lenders of, the principal amount assigned plus accrued and unpaid interest and facility and Letter of Credit fees. Payments received by assigning Lenders pursuant to this Section in respect of the principal amount of any Eurocurrency Loan shall, for purposes of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable2.16, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result deemed prepayments of such Loan. Any increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving total Commitments pursuant to this provision. Except as may otherwise Section shall be agreed subject to receipt by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any from the Borrower of such increase in Revolving Commitmentssupplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Vera Bradley, Inc.), Credit Agreement (Vera Bradley, Inc.)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) 1)the Revolving Commitments under the Existing Revolving Facility shall terminate on the Existing Facility Maturity Date, and the Term B Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, after the making of the Term B Loans on the Effective Date and Fourth Restatement Closing Date, (ii) any Incremental Term Commitments of a Class shall terminate on the making of the Incremental Term Loans of such Class, (iii) any Refinancing Term Commitments of a Class shall terminate on the making of the Refinancing Term Loans of such Class, (iv) each Class of Refinancing Revolving Commitments shall terminate on the date specified in the Refinancing Amendment for such Class, (v) each Class of Extended Revolving Maturity DateCommitments shall terminate on the date specified in the Extension Amendment for such Class, and (vi) any Commitments for Extended Term Loans of a Class shall terminate on the making of the Extended Term Loans of such Class.
(b) The Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments of any Class; under a Facility, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans under such Facility in accordance with Section 2.102.7, the sum of the Revolving Credit Exposures for such Facility would exceed the total Revolving CommitmentsCommitments for such Facility, and (ii) each such reduction of the Revolving Commitments shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section, 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 Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Revolving Commitments delivered by the Borrower 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 such notice may be revoked by the 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 Each reduction, and any termination, of the Revolving Commitments of any Class shall be permanent. Each , and each such reduction of the Commitments of any Class shall be made ratably among the applicable Lenders (other than a Defaulting Lender) in accordance with their respective Commitments of such Classapplicable Revolving Commitments.
(d) At The Borrower may at any time prior and from time to the expiration time, at its sole cost, expense and effort, request any one or more of the Revolving Availability PeriodLenders (other than a Defaulting Lender), and so long as no Event an Affiliate of Default shall have occurred which is continuing, the Borrower may elect to increase the aggregate a Lender (other than a Defaulting Lender) or an Approved Fund of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(ba Lender (other than a Defaulting Lender) hereof, provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed or to provide a new Revolving Commitment, as the case may be (the decision to be within the sole and absolute discretion of such increase in writing (but otherwiseLender, no notice to Affiliate or consent by 1821445.29\C072091\0303228 Approved Fund) under a Facility, or any Lender shall be required, notwithstanding anything other Person reasonably satisfactory to the contrary set forth in Section 9.02 hereof)Administrative Agent, (ii) the addition of Issuing Bank and the Swingline Lender to provide a new Lenders shall be subject Revolving Commitment, by submitting a Revolving Increase Supplement duly executed by the Borrower and each such Lender, Affiliate, Approved Fund or other Person, as the case may be, to the terms and provisions of Section 9.04 hereof as if Administrative Agent. If such new Lenders were acquiring an interest Revolving Increase Supplement is in the Loans by assignment from an existing Lenders (all respects reasonably satisfactory to the extent applicableAdministrative Agent, i.e. required approvals, minimum amounts the Administrative Agent shall execute such Revolving Increase Supplement and the like), (iii) deliver a copy thereof to the Borrower shall execute and deliver each such additional Lender, Affiliate, Approved Fund or replacement Notes other Person, as the case may be. Upon execution and delivery of such other documentation (including evidence of proper authorization) as may be reasonably requested Revolving Increase Supplement by the Administrative Agent, any new Lender or any Lender which is increasing its (i) in the case of each such Lender, such Lender’s Revolving CommitmentCommitment under such Facility shall be increased to the amount set forth in such Revolving Increase Supplement, (ivii) no Lender in the case of each such Affiliate, Approved Fund or other Person, such Affiliate, Approved Fund or other Person shall have any right to decrease its thereupon become a party hereto and shall for all purposes of the Loan Documents be deemed a “Lender” having a Revolving Commitment under such Facility as a result of set forth in such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving CommitmentsIncrease Supplement, and (viiii) such option to increase in each case, the Revolving Commitments Commitment under such Facility of such Lender, Affiliate, Approved Fund or such other Person, as the case may only be exercised once. The Borrower be, shall be required as set forth in the applicable Revolving Increase Supplement; provided, however, that:
(A) [Reserved];
(B) immediately after giving effect thereto, the sum of the increases to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by Section 2.5(d) after the Borrower and any applicable Lender, Fourth Restatement Closing Date (the “Aggregate Increased Revolving Amount”) plus the amount of the Incremental Term Loans made to the Borrower shall not exceed the Incremental Amount;
(C) [Reserved];
(D) each such increase when aggregated with any contemporaneous Incremental Term Loans or Incremental Term Commitments made pursuant to Section 2.13 shall be required in an amount not less than $25,000,000 and in an integral multiple of $1,000,000;
(E) if Revolving Loans would be outstanding under the applicable Facility immediately after giving effect to pay any upfront each such increase, then simultaneously with such increase (1) each such Lender, each such Affiliate, Approved Fund or other fees Person and each other Lender under such Facility shall be deemed to have entered into a master assignment and acceptance agreement, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Lender and each such Affiliate, Approved Fund or expenses other Person a portion of its Revolving Loans necessary to any existing reflect proportionately the Revolving Commitments as adjusted in accordance with this Section 2.5(d), and (2) in connection with such assignment, each such Lender and each such Affiliate, Approved Fund or other Person shall pay to the Administrative Agent, for the account of the other Lenders, new Lenders such amount as shall be necessary to appropriately reflect the assignment to it of Revolving Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6; and 1821445.29\C072091\0303228
(F) each such Affiliate, Approved Fund or other Person shall have delivered to the Administrative Agent with respect and the Borrower all forms, if any, that are required to any be delivered by such increase in Revolving CommitmentsAffiliate, Approved Fund or other Person pursuant to Section 3.7.
Appears in 2 contracts
Samples: Credit and Guarantee Agreement (Gci Inc), Credit and Guarantee Agreement (General Communication Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. Unless previously terminated, the Term Commitments shall terminate upon the making of the Term Loan on the date of the initial Borrowing.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and not less than $25,000,000 and (ii) the 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 2.102.11, the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Revolving Commitments of such Classor Term Commitments, as applicable.
(d) At any The Borrower, at its option, may from time to time seek incremental Revolving Commitments and/or Term Commitments not exceeding in the aggregate $500,000,000 for all such Commitment increases after the Funding Date hereof upon at least three (3) Business Days’ prior written notice to the expiration of the Revolving Availability PeriodAdministrative Agent, and so long as no Event of Default which notice shall have occurred which is continuing, the Borrower may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no Lender specify the amount of any such proposed increase (which shall not be required less than $25,000,000 (or such lesser amount to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to which the contrary set forth in Section 9.02 hereofAdministrative Agent may agree), (ii) specify whether the addition of proposed increase is with respect to Revolving Commitments, Term Commitments or both and (iii) certify that no Default has occurred and is continuing. The Borrower may, after giving such notice, offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other financial institutions or entities reasonably acceptable to the Administrative Agent. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrower shall be subject have delivered to the terms Administrative Agent a document, in form and provisions substance reasonably satisfactory to the Administrative Agent pursuant to which (i) any such existing Lender agrees to the amount of Section 9.04 hereof as if its Revolving Commitment or Term Commitment increase, (ii) any such new Lenders were acquiring an interest in Lender agrees to its Revolving Commitment or Term Commitment amount and agrees to assume and accept the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts obligations and the like)rights of a Lender hereunder, (iii) the Borrower shall execute and deliver accepts such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitmentincremental Commitments, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result the effective date of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments or Term Commitments and the date of any incremental Term Loans to be made pursuant thereto is specified and (v) the Borrower certifies that on such date the conditions for a new Loan set forth in Section 4.03 are satisfied. Upon the effectiveness of any increase in the total Revolving Commitments pursuant hereto, (i) each Revolving Lender (new or existing) with a Revolving Commitment shall be deemed to have accepted an assignment from the existing Lenders with a Revolving Commitment, and the existing Revolving Lenders with a Revolving Commitment shall be deemed to have made an assignment at par to each new or existing Lender accepting a new or increased Revolving Commitment, of an interest in each then outstanding Revolving Loan (in each case, on the terms and conditions set forth in the Assignment and Assumption) and (ii) the LC Exposure and Swingline Exposure of the existing and new Revolving Lenders shall be automatically adjusted such that, after giving effect to such assignments and adjustments, all Revolving Credit Exposure hereunder is held ratably by the Revolving Lenders in proportion to their respective Revolving Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for, and substantially contemporaneously with the payment to the assigning Lenders of, the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. Payments received by assigning Lenders pursuant to this provisionSection in respect of the principal amount of any Eurodollar Loan shall, for purposes of Section 2.16, be deemed prepayments of such Loan. Except as may otherwise be agreed by the Borrower and any applicable Lender, the The Borrower shall not make any payments under Section 2.16 arising out of the making of the assignments referred to in the two preceding sentences. Any incremental Term Loan made pursuant hereto shall be required made as part of a Term Borrowing comprised of all outstanding Term Loans and shall be made on a Business Day upon which a new Interest Period will commence with respect to pay all outstanding Term Loans and shall be subject to the such amortization and interest pursuant to Sections 2.10 and 2.13, respectively, as applicable to the Term Loans made on the Funding Date. The effectiveness of any upfront or other fees or expenses such incremental Commitments shall be subject to any existing Lenders, new Lenders or receipt by the Administrative Agent from the Borrower of such resolutions and certificates (consistent with respect those delivered pursuant to Section 4.02(c) and (d)) and other documents as the Administrative Agent may reasonably request. From and after the making of an incremental Term Loan or Revolving Loan pursuant to this Section, such loan shall be deemed a “Term Loan” or “Revolving Loan”, as applicable, hereunder for all purposes hereof, subject to all the terms and conditions hereof. No consent of any such increase in Revolving Lender (other than the Lenders agreeing to new or increased Commitments) shall be required for any incremental Commitment provided or Loan made pursuant to this Section 2.09(d).
Appears in 2 contracts
Samples: Credit Agreement (Fortune Brands Home & Security, Inc.), Credit Agreement (Fortune Brands Home & Security LLC)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $US$1,000,000 and not less than US$10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to thereto and any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, the sum of the Revolving total Credit Exposures would exceed the total Revolving Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At any time prior to After the expiration of the Revolving Availability Period, and so long as no Event of Default shall have occurred which is continuingSeparation Date, the Borrower may elect from time to time, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) executed by the Borrower and one or more financial institutions (which may include any Lender) that are willing to extend a Commitment or, in the case of any such financial institution that is already a Lender, to increase its Commitment (any such financial institution referred to in this Section being called an “Increasing Lender”), cause the aggregate total Commitments to be increased by such new or incremental Commitments of the Revolving Commitments to Increasing Lenders, in an amount not exceeding the Maximum Accordion Amount minus any reductions for each Increasing Lender as set forth in the Revolving Commitments pursuant to Section2.07(b) hereof, such notice; provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such the aggregate principal amount of any increase in writing (but otherwise, no notice the total Commitments made pursuant to or consent by any Lender this Section shall not be required, notwithstanding anything to less than US$25,000,000 and the contrary set forth in Section 9.02 hereof)aggregate principal amount of all such increases shall not exceed US$150,000,000, (ii) the addition of new Lenders each Increasing Lender, if not already a Lender hereunder, shall be subject to the terms prior written approval of the Administrative Agent and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders each Issuing Bank (to the extent applicable, i.e. required approvals, minimum amounts which approval shall not be unreasonably withheld) and the like), (iii) the Borrower each Increasing Lender, if not already a Lender hereunder, shall execute become a party to this Agreement by completing and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by delivering to the Administrative AgentAgent a duly executed Accession Agreement. New Commitments and increases in Commitments created pursuant to this Section shall become effective (A) in the case of an Increasing Lender already a Lender under this Agreement, on the date specified in the applicable notice delivered pursuant to this Section and (B) in the case of an Increasing Lender not already a Lender under this Agreement, on the effective date of the applicable Accession Agreement. Upon the effectiveness of any new Accession Agreement to which any Increasing Lender or any Lender which is increasing its Revolving Commitmenta party, (iv) no such Increasing Lender shall have any right thereafter be deemed to decrease its Revolving Commitment as be a result party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of such a Lender hereunder. Notwithstanding the foregoing, no increase of in the aggregate amount Commitments (or in the Commitment of the Revolving Commitments, any Lender) shall become effective under this Section unless (v1) the Administrative Agent shall have no obligation received documents consistent with those delivered under Sections 4.01(b) and 4.01(c) as to arrangethe corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase and (2) on the date of such increase, find the conditions set forth in Sections 4.03(a) and 4.03(b) shall be satisfied (with all references in such Sections to a Borrowing being deemed to be references to such increase and without giving effect to the parenthetical in Section 4.03(a)) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower. Following any extension of a new Commitment or locate increase of a Lender’s Commitment pursuant to this paragraph, any Lender or new bank or financial institution Loans outstanding prior to participate in any unsubscribed portion the effectiveness of such increase in or extension shall continue outstanding until the aggregate committed amount ends of the Revolving Commitmentsrespective Interests Periods applicable thereto, and (vi) such option to increase the Revolving Commitments may only shall then be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lenderrepaid and, if the Borrower shall not be required so elect, refinanced with new Loans made pursuant to pay any upfront Section 2.01 ratably in accordance with the Commitments in effect following such extension or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsincrease.
Appears in 2 contracts
Samples: Credit Agreement (Keysight Technologies, Inc.), Credit Agreement (Agilent Technologies Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments under the Existing Revolving Facility shall terminate on the Existing Facility Maturity Date, and the Term B Loan Commitments shall terminate at 5:00 p.m.terminated upon the making of the Term B Loans on February 2, Houston2015, Texas time, on the Effective Date and (ii) any Incremental Term Commitments of a Class shall terminate on the making of the Incremental Term Loans of such Class, (iii) any Refinancing Term Commitments of a Class shall terminate on the making of the Refinancing Term Loans of such Class, (iv) each Class of Refinancing Revolving Commitments shall terminate on the date specified in the Refinancing Amendment for such Class, (v) each Class of Extended Revolving Maturity DateCommitments shall terminate on the date specified in the Extension Amendment for such Class, and (vi) any Commitments for Extended Term Loans of a Class shall terminate on the making of the Extended Term Loans of such Class.
(b) The Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments of any Class; under a Facility, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans under such Facility in accordance with Section 2.102.7, the sum of the Revolving Credit Exposures for such Facility would exceed the total Revolving CommitmentsCommitments for such Facility, and (ii) each such reduction of the Revolving Commitments shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section, 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 Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Revolving Commitments delivered by the Borrower 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 such notice may be revoked by the 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 Each reduction, and any termination, of the Revolving Commitments of any Class shall be permanent. Each , and each such reduction of the Commitments of any Class shall be made ratably among the applicable Lenders (other than a Defaulting Lender) in accordance with their respective Commitments of such Classapplicable Revolving Commitments.
(d) At The Borrower may at any time prior and from time to the expiration time, at its sole cost, expense and effort, request any one or more of the Revolving Availability PeriodLenders (other than a Defaulting Lender), and so long as no Event an Affiliate of Default shall have occurred which is continuing, the Borrower may elect to increase the aggregate a Lender (other than a Defaulting Lender) or an Approved Fund of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(ba Lender (other than a Defaulting Lender) hereof, provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed or to provide a new Revolving Commitment, as the case may be (the decision to be within the sole and absolute discretion of such increase in writing (but otherwiseLender, no notice to Affiliate or consent by Approved Fund) under a Facility, or any Lender shall be required, notwithstanding anything other Person reasonably satisfactory to the contrary set forth in Section 9.02 hereof)Administrative Agent, (ii) the addition of Issuing Bank and the Swingline Lender to provide a new Lenders shall be subject Revolving Commitment, by submitting a Revolving Increase Supplement duly executed by the Borrower and each such Lender, Affiliate, Approved Fund or other Person, as the case may be, to the terms and provisions of Section 9.04 hereof as if Administrative Agent. If such new Lenders were acquiring an interest Revolving Increase Supplement is in the Loans by assignment from an existing Lenders (all respects reasonably satisfactory to the extent applicableAdministrative Agent, i.e. required approvals, minimum amounts the Administrative Agent shall execute such Revolving Increase Supplement and the like), (iii) deliver a copy thereof to the Borrower shall execute and deliver each such additional Lender, Affiliate, Approved Fund or replacement Notes other Person, as the case may be. Upon execution and delivery of such other documentation (including evidence of proper authorization) as may be reasonably requested Revolving Increase Supplement by the Administrative Agent, any new Lender or any Lender which is increasing its (i) in the case of each such Lender, such Lender’s Revolving CommitmentCommitment under such Facility shall be increased to the amount set forth in such Revolving Increase Supplement, (ivii) no Lender in the case of each such Affiliate, Approved Fund or other Person, such Affiliate, Approved Fund or other Person shall have any right to decrease its thereupon become a party hereto and shall for all purposes of the Loan Documents be deemed a “Lender” having a Revolving Commitment under such Facility as a result of set forth in such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving CommitmentsIncrease Supplement, and (viiii) such option to increase in each case, the Revolving Commitments Commitment under such Facility of such Lender, Affiliate, Approved Fund or such other Person, as the case may only be exercised once. The Borrower be, shall be required as set forth in the applicable Revolving Increase Supplement; provided, however, that:
(A) [Reserved];
(B) immediately after giving effect thereto, the sum of the increases to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by Section 2.5(d) after the Closing Date (the “Aggregate Increased Revolving Amount”) plus the amount of the Incremental Term Loans made to the Borrower after the Closing Date shall not exceed the Incremental Amount;
(C) [Reserved];
(D) each such increase when aggregated with any contemporaneous Incremental Term Loans or Incremental Term Commitments made pursuant to Section 2.13 shall be in an amount not less than $25,000,000 and any in an integral multiple of $1,000,000;
(E) if Revolving Loans would be outstanding under the applicable Facility immediately after giving effect to each such increase, then simultaneously with such increase (1) each such Lender, the Borrower shall not be required to pay any upfront each such Affiliate, Approved Fund or other fees Person and each other Lender under such Facility shall be deemed to have entered into a master assignment and acceptance agreement, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Lender and each such Affiliate, Approved Fund or expenses other Person a portion of its Revolving Loans necessary to any existing reflect proportionately the Revolving Commitments as adjusted in accordance with this Section 2.5(d), and (2) in connection with such assignment, each such Lender and each such Affiliate, Approved Fund or other Person shall pay to the Administrative Agent, for the account of the other Lenders, new Lenders such amount as shall be necessary to appropriately reflect the assignment to it of Revolving Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6; and
(F) each such Affiliate, Approved Fund or other Person shall have delivered to the Administrative Agent with respect and the Borrower all forms, if any, that are required to any be delivered by such increase in Revolving CommitmentsAffiliate, Approved Fund or other Person pursuant to Section 3.7.
Appears in 2 contracts
Samples: Credit Agreement (Gci Liberty, Inc.), Credit Agreement (Gci, LLC)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments and the Letter of Credit Commitments shall terminate on the Revolving Maturity Commitment Termination Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; Commitments, provided that (i) each reduction the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.07 and/or any concurrent cash collateralization of the Letter of Credit Exposure, (x) the Aggregate Credit Exposure would exceed the Aggregate Revolving Commitments, (y) the total Revolving Credit Exposures of all of the Lenders would exceed the Aggregate Revolving Commitments or (z) the Aggregate Letter of any Class Credit Exposure would exceed the Aggregate Letter of Credit Commitments, and (ii) each such reduction shall be in an amount that is an integral multiple of $1,000,000 and (ii) the 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, the sum of the Revolving Exposures would exceed the total Revolving Commitmentsless than $5,000,000.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, Section at least three two 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 Borrower pursuant to this Section shall be irrevocable; provided provided, that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class hereunder shall be permanentpermanent but without prejudice to the rights of the Borrower under paragraph (d) below. Each reduction of the Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At any time prior to the expiration of the Revolving Availability PeriodProvided that immediately before and after giving effect thereto, and so long as no Event of Default shall or would exist and be continuing and the conditions set forth in Section 5.02 have occurred which is continuingbeen satisfied or waived, the Borrower may elect at any time and from time to time, on or before the Commitment Termination Date referred to in clause (a) of the definition thereof, request any one or more of the Lenders to increase (such decision to be within the aggregate sole and absolute discretion of such Lender) its Revolving Commitment and Letter of Credit Commitment, and/or any other Eligible Assignee reasonably satisfactory to the Administrative Agent and the Borrower, to provide a new Revolving Commitments to Commitment and a new Letter of Credit Commitment, by submitting an amount not exceeding the Maximum Accordion Amount minus any reductions Increase Request in the Revolving Commitments pursuant form of Exhibit F (an “Increase Request”), duly executed by the Borrower and each such Lender or Eligible Assignee, as the case may be. Thereupon, the Administrative Agent shall execute such Increase Request and deliver a copy thereof to Section2.07(b) hereofthe Borrower and each such Lender or Eligible Assignee, provided that as the case may be. Upon execution and delivery of such Increase Request, (i) no Lender in the case of each such Lender, such Lender’s Revolving Commitment shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything increased to the contrary amount set forth in Section 9.02 hereof)such Increase Request, (ii) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to case of each such Eligible Assignee, such Eligible Assignee shall become a party hereto and shall for all purposes of the extent applicableLoan Documents be deemed a “Lender” with a Revolving Commitment in the amount set forth in such Increase Request, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall contemporaneously therewith execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by to the Administrative Agent, any Agent a Note or Notes for each such Eligible Assignee providing a new Revolving Commitment and for such existing Lender or any Lender which is increasing its Revolving CommitmentCommitment provided, however, that:
(ivi) no Lender immediately after giving effect thereto, the Aggregate Revolving Commitments shall not have any right been increased pursuant to decrease its Revolving Commitment as a result this subsection (d) to an amount greater than the sum of such increase of (x) $200,000,000 plus (y) the aggregate amount of the Revolving Commitments, Commitment of each Lender that becomes a Defaulting Lender;
(vii) each such increase shall be in an amount not less than $5,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) the Revolving Commitments shall not be increased on more than three occasions;
(iv) the Administrative Agent shall have no obligation received documents (including, without limitation, one or more opinions of counsel) consistent with those delivered on the Effective Date as to arrangethe corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase;
(v) if Loans shall be outstanding immediately after giving effect to such increase, find or locate the Lenders shall, upon the acceptance of the Increase Request by, and at the direction of, the Administrative Agent, make appropriate adjustments among themselves so that the amount of Revolving Credit Exposures from any Lender or new bank or financial institution of the Lenders under this Agreement are allocated among the Lenders according to participate in any unsubscribed portion of such their Commitment Percentages after giving effect to the increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Aggregate Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) it being understood and agreed that any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments reallocation made pursuant to this provision. Except as may otherwise be agreed by clause (v) shall require the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses make payment pursuant to any existing Lenders, new Lenders or the Administrative Agent Section 3.06 with respect to any affected Eurodollar Loans); and
(vi) each such increase in Revolving CommitmentsEligible Assignee shall have delivered to the Administrative Agent and the Borrower an Administrative Questionnaire and all forms, if any, that are required to be delivered by such Eligible Assignee pursuant to Section 3.07(e).
Appears in 2 contracts
Samples: Credit Agreement (Hawaiian Electric Co Inc), Credit Agreement (Hawaiian Electric Co Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedUpon at least three Business Days' prior irrevocable written or telecopy notice to the Administrative Agent, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower Infinity may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Commitments of any ClassCommitments; provided provided, however, that (i) each partial reduction of the Commitments of any Class shall be in an a minimum principal amount that is an of $10,000,000 and in integral multiple multiples of $1,000,000 in excess thereof and (ii) the Borrower no such termination or reduction shall not terminate or reduce the Revolving Commitments be made if, after giving effect thereto and to any concurrent prepayment prepayments of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the total Revolving Commitments.
(c) The 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 made on the effective date thereof. Promptly following receipt , (x) the Outstanding Extensions of Credit of any notice, Lender would exceed such Lender's Commitment then in effect or (y) the Total Facility Exposure would exceed the Total Commitment then in effect. The Administrative Agent shall promptly advise the Lenders of the contents thereof. Each any notice delivered by the Borrower given pursuant to this Section shall be irrevocable; 2.10(a).
(b) Except as otherwise provided that a notice of termination of in Section 2.18, each reduction in the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective Commitments. Infinity agrees to pay to the Administrative Agent for the account of the Lenders, on the date of termination or reduction of the Commitments, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued through the date of such Classtermination or reduction.
(c) Infinity shall have the right at any time and from time to time to increase the Total Commitments to an aggregate amount, when added to the aggregate amount of Total Commitments (as defined under the Five-Year Credit Agreement) under the Five-Year Credit Agreement, not to exceed $3,500,000,000 (i) by requesting that one or more banks or other financial institutions not a party to this Agreement become a Lender hereunder or (ii) by requesting that any Lender already party to this Agreement increase the amount of such Lender's Commitment; provided, that the addition of any bank or financial institution pursuant to clause (i) above shall be subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld); provided further, the Commitment of any bank or other financial institution pursuant to clause (i) above, shall be in an aggregate principal amount at least equal to $10,000,000; provided further, the amount of the increase of any Lender's Commitment pursuant to clause (ii) above when added to the amount of such Lender's Commitment before the increase, shall be in an aggregate principal amount at least equal to $10,000,000.
(d) At any time Any additional bank, financial institution or other entity which elects to become a party to this Agreement and obtain a Commitment pursuant to clause (c) of this Section 2.10 above shall execute a New Lender Supplement (each, a "New Lender Supplement") with Infinity and the Administrative Agent, substantially in the form of Exhibit G, whereupon such bank, financial institution or other entity (herein called a "New Lender") shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1 shall be deemed to be amended to add the name and Commitment of such New Lender.
(e) Any increase in the Total Commitment pursuant to clause (c) of this Section 2.10 shall be effective only upon the execution and delivery to Infinity and the Administrative Agent of a commitment increase letter in substantially the form of Exhibit G hereto (a "Commitment Increase Letter"), which Commitment Increase Letter shall be delivered to the Administrative Agent not less than five Business Days prior to the expiration Commitment Increase Date and shall specify (i) the amount of the Revolving Availability Period, Commitment of any bank or financial institution not a party to this agreement which is becoming a Lender or the amount of any increase in the Commitment of any Lender and so long as (ii) the date such increase is to become effective (the "Commitment Increase Date").
(f) Any increase in the Total Commitment pursuant to this Section 2.10 shall not be effective unless:
(i) no Default or Event of Default shall have occurred which is continuing, and be continuing on the Borrower may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), Increase Date;
(ii) each of the addition of new Lenders representations and warranties made by Infinity and the Subsidiary Borrowers in Article III, or in any certificate delivered pursuant hereto, shall be subject to true and correct in all material respects on the terms Commitment Increase Date with the same effect as though made on and provisions as of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (date, except to the extent applicable, i.e. required approvals, minimum amounts such representations and the like), warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects as of such earlier date;
(iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation received each of (A) a certificate of the corporate secretary or assistant secretary of the Borrowers as to arrange, find the taking of any corporate action necessary in connection with such increase and (B) an opinion or locate any Lender or new bank or financial institution opinions of general counsel to participate in any unsubscribed portion of the Borrowers as to their corporate power and authority to borrow hereunder after giving effect to such increase and such other matters relating thereto as the Administrative Agent and its counsel may reasonably request. Each notice requesting an increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Total Commitments pursuant to this provision. Except as may otherwise be agreed by Section 2.10 shall constitute a certification to the Borrower effect set forth in clauses (i) and (ii) of this Section 2.10(e).
(g) No Lender shall at any applicable Lender, the Borrower shall not time be required to pay any upfront agree to a request of Infinity to increase its Commitment or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsobligations hereunder.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Viacom Inc), 364 Day Credit Agreement (Infinity Broadcasting Corp /De/)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Revolving Credit Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Maturity Date for Revolving Loans and (ii) the Revolving Term Commitments shall terminate on the Revolving Maturity DateEffective Date immediately after the funding of the Term Loans.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Credit Commitments; provided that (i) each reduction of the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Total Revolving Exposures Credit Exposure would exceed the total Total Revolving Credit Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Credit Commitments under paragraph (b) of this Section, 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 Revolving Credit Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 Revolving Credit Commitments of any Class shall be permanent. Each reduction of the Revolving Credit Commitments of any Class shall be made ratably among the Revolving Credit Lenders in accordance with their respective Commitments of such ClassRevolving Credit Commitments.
(d) At any time prior to The Borrower shall have the expiration right, without the consent of the Revolving Availability PeriodCredit Lenders but with the prior consent of the Administrative Agent (not to be unreasonably withheld), and so long as to cause from time to time an increase in the aggregate Revolving Credit Commitments of the Revolving Credit Lenders by adding one or more additional Revolving Credit Lenders each with its own additional Revolving Credit Commitment or by allowing one or more Revolving Credit Lenders to increase their respective Revolving Credit Commitments; provided that (i) no Event of Default shall have occurred which is and be continuing, the Borrower may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), (ii) the addition of new Lenders no such increase shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest result in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like)Total Revolving Credit Commitment exceeding $75,000,000, (iii) the Borrower each such increase shall execute be in a minimum amount of $5,000,000 and deliver such additional or replacement Notes and such other documentation (including evidence integral multiples of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment$1,000,000, (iv) no Lender Revolving Credit Lender’s Commitment shall have any right to decrease its be increased without such Revolving Commitment as a result of such increase of the aggregate amount of the Revolving CommitmentsCredit Lender’s consent, and (v) if, on the Administrative Agent shall effective date of any such increase, any Revolving Loans have no obligation to arrangebeen funded, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) responsible for paying any breakage fees or costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the reallocation of such outstanding Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving CommitmentsLoans.
Appears in 2 contracts
Samples: Credit Agreement (Heartland Payment Systems Inc), Credit Agreement (Heartland Payment Systems Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower Company may at any time terminate, or from time to time reduce, the Commitments of any ClassTranche; provided that (i) each reduction of the Commitments of any Class Tranche shall be in an amount that is an integral multiple of $1,000,000 the Borrowing Multiple and not less than the Borrowing Minimum, in each case for Borrowings denominated in US Dollars and (ii) the Borrower Company shall not terminate or reduce the Revolving Commitments of any Tranche if, after giving effect to such termination or reduction and to any concurrent payment or prepayment of the Revolving Loans in accordance with Section 2.10Loans, B/As or LC Disbursements, the sum aggregate amount of the Revolving Credit Exposures under such Tranche would exceed the total Revolving Commitmentsaggregate amount of Commitments of such Tranche.
(c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under any Tranche under paragraph (b) of this Section, Section at least three two 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 such notice, the Administrative Agent shall advise the other Agents and the applicable Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower under any Tranche may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked or extended by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedsatisfied or the effectiveness of such other credit facilities is delayed. Any termination or reduction of the Commitments of under any Class Tranche shall be permanent. Each reduction of the Commitments of under any Class Tranche shall be made ratably among the applicable Lenders in accordance with their respective Commitments of under such ClassTranche.
(d) At The Company may at any time prior and from time to time, by written notice to the expiration Administrative Agent (which shall promptly deliver a copy to each of the Revolving Availability Periodother Agents and the applicable Lenders) executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Lender”), and so long as no Event of Default shall have occurred which is continuingmay include any Lender, cause Global Tranche Commitments, US/UK Tranche Commitments, US/Canadian Tranche Commitments or US Tranche Commitments to be increased or extended by the Borrower may elect to increase Increasing Lenders (or cause the aggregate Commitments of the Revolving Commitments Increasing Lenders to be increased, as the case may be) in an amount for each Increasing Lender (which shall not exceeding the Maximum Accordion Amount minus any reductions be less than $5,000,000) set forth in the Revolving Commitments pursuant to Section2.07(b) hereofsuch notice; provided, provided that (i) no Lender the new Commitments and increases in existing Commitments pursuant to this paragraph shall not be required to increase its Revolving Commitment unless it greater than US$250,000,000 in the aggregate during the term of this Agreement and shall have expressly agreed to not be less than US$25,000,000 (or any portion of such increase in writing (but otherwise, no notice to or consent by US$250,000,000 aggregate amount remaining unused) for any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof)such increase, (ii) the addition of new Lenders each Increasing Lender, if not already a Lender hereunder, shall be subject to the terms approval of the Administrative Agent (which approval shall not be unreasonably withheld) and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). New Commitments and increases in Commitments shall execute and deliver such additional or replacement Notes and such other documentation (including evidence become effective on the date specified in the applicable notices delivered pursuant to this paragraph. Upon the effectiveness of proper authorization) as may be reasonably requested by the Administrative Agent, any new Accession Agreement to which any Increasing Lender or any Lender which is increasing its Revolving Commitmenta party, (ivi) no such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have any right been amended to decrease its Revolving reflect the Commitment as a result or Commitments of such Increasing Lender as provided in such Accession Agreement. Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment of the aggregate amount of the Revolving Commitments, any Lender) pursuant to this paragraph shall become effective unless (vi) the Administrative Agent shall have no obligation received documents consistent with those delivered under Section 4.01(b) and (c), giving effect to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion such increase and (ii) on the effective date of such increase, the conditions set forth in Section 4.02(a) and (b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company.
(e) On the effective date (the “Increase Effective Date”) of any increase in the Commitments of any Tranche pursuant to paragraph (d) above (a “Commitment Increase”), (i) the aggregate committed principal amount of the Revolving CommitmentsBorrowings of such Tranche outstanding (the “Initial Borrowings”) immediately prior to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Lender that shall have had a Commitment under such Tranche prior to the Commitment Increase shall pay to the Administrative Agent in same day funds (in the applicable currencies), an amount equal to the difference between (A) the product of (1) such Lender’s applicable Tranche Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing (as hereinafter defined) and (B) the product of (1) such Lender’s applicable Tranche Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of each Initial Borrowing, (iii) each Increasing Lender that shall not have had a Commitment under such Tranche prior to the Commitment Increase shall pay to Administrative Agent in same day funds (in the applicable currencies) an amount equal to the product of (1) such Increasing Lender’s applicable Tranche Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Lender (in the applicable currencies) the portion of such funds that is equal to the difference between (A) the product of (1) such Lender’s applicable Tranche Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of each Initial Borrowing, and (viB) the product of (1) such option Lender’s applicable Tranche Percentage (calculated after giving effect to increase the Revolving Commitments may only be exercised once. The Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing, (v) after the effectiveness of the Commitment Increase, the applicable Borrower shall be required deemed to have made new Borrowings (the “Subsequent Borrowings”) in amounts (in the currencies of the Initial Borrowings) equal to the amounts of the Initial Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (vi) each Lender shall be deemed to hold its applicable Tranche Percentage of each Subsequent Borrowing (calculated after giving effect to the Commitment Increase) and (vii) the Borrower shall pay each Lender any and all accrued but unpaid interest on its Loans comprising the Initial Borrowings. The deemed payments made pursuant to clause (or i) above shall be subject to reimburse each compensation by the applicable Lender for) any breakage costs incurred by any Lender in connection with Borrower pursuant to the need to reallocate existing Loans among provisions of Section 2.16 if the Lenders following Increase Effective Date occurs other than on the last day of the Interest Period relating thereto. On the Increase Effective Date of any increase in the Revolving Global Tranche Commitments or the US/Canadian Tranche Commitments pursuant to this provision. Except paragraph (d) above, the applicable Borrowers and Lenders shall take such actions (including making and receiving payments), if any, as the Administrative Agent shall specify in order that the extensions of credit represented by any outstanding Global Tranche B/As or US/Canadian Tranche B/As may otherwise be agreed held by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Global Tranche Lenders or the US/Canadian Tranche Lenders ratably in proportion to their Global Tranche Commitments or US/Canadian Tranche Commitments; provided, that if the Administrative Agent with respect to does not specify any such increase in Revolving Commitmentsactions, such outstanding B/As will continue outstanding for the duration of the applicable Contract Periods and the applicable Borrowers’ reimbursement obligations under Section 2.06(i) will continue to be owed to the Lenders that accepted and purchased such B/As.
Appears in 2 contracts
Samples: Credit Agreement (Amerisourcebergen Corp), Credit Agreement (Amerisourcebergen Corp)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower Company may at any time time, without premium or penalty, terminate, or from time to time reduce, the Commitments of any ClassTranche; provided that (i) each such reduction of the Commitments of any Class Tranche shall be in an amount that is not less than the Borrowing Minimum and an integral multiple of $1,000,000 and the Borrowing Multiple, in each case for Borrowings denominated in US Dollars, (ii) the Borrower Company shall not terminate or reduce the Revolving Commitments if, of any Tranche if after giving effect to such termination or reduction and to any concurrent payment or prepayment of the Revolving Loans or LC Disbursements in accordance with Section 2.10, the sum aggregate amount of Revolving Credit Exposures under either the Revolving Exposures US Tranche or the Global Tranche would exceed the total Revolving Commitmentsaggregate amount of Commitments of such Tranche and (iii) if an Event of Default shall have occurred and be continuing and one or more Letters of Credit or unreimbursed LC Disbursements shall be outstanding, the Company shall not terminate or reduce the Commitments of either Tranche unless it shall simultaneously and ratably reduce the Commitments of the other Tranche.
(c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under any Tranche under paragraph (b) of this Section, 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 such notice, the Administrative Agent shall advise the Canadian Agent, the London Agent and the applicable Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower under any Tranche may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked or extended by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedsatisfied or the effectiveness of such other credit facilities is delayed. Any termination or reduction of the Commitments of under any Class Tranche shall be permanent. Each reduction of the Commitments of under any Class Tranche shall be made ratably among the applicable Lenders in accordance with their respective Commitments of under such ClassTranche.
(d) At (i) The Company may at any time prior and from time to time, by written notice to the expiration Administrative Agent (which shall deliver a copy thereof to the Canadian Agent, the London Agent and the applicable Lenders) executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Lender”), which may include any Lender, cause Global Tranche Commitments or US Tranche Commitments to be extended by the Increasing Lenders (or cause the Global Tranche Commitments or US Tranche Commitments of the Revolving Availability PeriodIncreasing Lenders to be increased, and so long as no Event of Default shall have occurred which is continuing, the Borrower case may elect to increase the aggregate of the Revolving Commitments to be) in an amount for each Increasing Lender (which shall not exceeding be less than US$5,000,000) set forth in such notice; provided, that (A) the Maximum Accordion Amount minus any reductions new Commitments and increases in the Revolving existing Commitments pursuant to Section2.07(bthis paragraph shall not be greater than US$100,000,000 in the aggregate during the term of this Agreement and shall not be less than US$10,000,000 (or any portion of such US$100,000,000 aggregate amount remaining unused) hereof, provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to for any such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof)increase, (iiB) the addition of new Lenders each Increasing Lender, if not already a Lender hereunder, shall be subject to the terms approval of the Administrative Agent (which approval shall not be unreasonably withheld) and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower each Increasing Lender, if not already a Lender hereunder, shall execute become a party to this Agreement by completing and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right delivering to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent a duly executed accession agreement in a form satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). New Commitments and increases in Commitments shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase become effective on the date specified in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments notices delivered pursuant to this provisionparagraph. Except Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (x) such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (y) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment or Commitments of such Increasing Lender as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any provided in such increase in Revolving CommitmentsAccession Agreement.
Appears in 2 contracts
Samples: Five Year Revolving Credit Facility Agreement (Albany International Corp /De/), Five Year Revolving Credit Facility Agreement (Albany International Corp /De/)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments with respect to Xxxxxxx X-0, X-0 and A-3 Loans shall terminate at 5:00 p.m.on, Houstonrespectively, Texas timethe Tranche A-1 Availability Termination Date, on the Effective Tranche A-2 Availability Termination Date and (ii) the Tranche A-3 Availability Termination Date, and the Commitments with respect to Revolving Commitments Loans shall terminate on the Revolving Maturity Date.
(b) The On the date of each Revolving Loan Borrowing, the Commitments with respect to Revolving Loans shall be temporarily reduced by an amount equal to such Revolving Loan until such Revolving Loan is repaid.
(c) If a prepayment of Revolving Loans is required pursuant to Section 2.09, then the Revolving Commitment shall be reduced by an amount equal to such prepayment.
(d) Subject to Section 2.06(e), the Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided PROVIDED, HOWEVER, that (i) no such reduction or termination shall be permitted if after giving effect thereto and to any prepayments of the Loans made on the effective date thereof, (A) the sum of the then outstanding aggregate principal amount of the Revolving Loans PLUS LOC Obligations would exceed the aggregate Revolving Commitment then in effect, (B) the sum of the then outstanding aggregate principal amount of the Tranche A-1 Loans would exceed the aggregate Tranche A-1 Commitment then in effect, (C) the sum of the then outstanding aggregate principal amount of Tranche A-2 Loans would exceed the aggregate Tranche A-2 Commitment then in effect and (D) the sum of the then outstanding aggregate principal amount of Tranche A-3 Loans would exceed the aggregate Tranche A-3 Commitment then in effect, and (ii) unless such reduction causes the Commitments to be reduced to zero (A) each reduction of the Commitments of any Class pursuant to this paragraph (d) shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iiB) unless at such time no Loans are outstanding, the Borrower shall not terminate or reduce the Revolving Commitments ifif the Commitments remaining following the proposed termination or reduction, after giving effect together with other identified funds available to any concurrent prepayment Borrower, are not, in the reasonable opinion of the Revolving Loans Administrative Agent (upon consultation with an independent engineer), sufficient to complete the Network in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the total Revolving CommitmentsAnnual Business Plan.
(ce) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bd) of this Section, Section 2.06 at least three five Business Days prior to the proposed effective date of such termination or reduction, specifying such election 45 and the proposed effective date thereof; PROVIDED, HOWEVER, that such termination or reduction shall become effective when and only to the extent that the Administrative Agent reasonably determines the Borrower has complied with the requirements of paragraph (d) of this Section 2.06. Promptly following receipt of any noticesuch determination, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination irrevocable subject to the determination by the Administrative Agent of the Commitments delivered compliance by the Borrower may state that such notice is conditioned upon with the effectiveness requirements of other credit facilities, in which case such notice may be revoked by the Borrower paragraph (by notice to the Administrative Agent on or prior to the specified effective dated) if such condition is not satisfiedof this Section 2.06. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Tranche A-1 Commitments or Tranche A-2 Commitments pursuant to paragraph (e) of any Class this Section 2.06 shall be made ratably among the Lenders in accordance with their respective Tranche A-1 Commitments of such Classand Tranche A-2 Commitments.
(df) At Subject to the terms and conditions set forth herein, upon ten (10) Business Days advance written notice to the Administrative Agent, the Borrower shall have the right, at any time and from time to time from the Effective Date until sixty (60) days prior to the expiration of the Revolving Availability PeriodMaturity Date, and so long as no Event of Default shall have occurred which is continuing, the Borrower may elect to increase the aggregate amount of the Revolving Commitments hereunder (either by an increase in the Tranche A-1 Commitments or Tranche A-2 Commitments (allocated to the Tranche A-1 Commitment and the Tranche A-2 Commitment on a pro rata basis) or by an increase in the Tranche A-3 Commitments or by the addition of a new tranche of term loans under this Agreement that has a weighted average life to maturity equal to or longer than the Tranche A-1 and Tranche A-2 Term Loans and otherwise is pari passu with the Loans and LOC Obligations in all respects, including as to ranking, security, mandatory prepayments and voting issues) by an aggregate amount not exceeding to exceed the Maximum Accordion Amount minus any reductions lesser of (x) $150,000,000 and (y) the product of (A) the aggregate cash proceeds of cash contributions to capital or the issuance and sale of equity interests in the Revolving Commitments pursuant Borrower received by the Borrower at any time after the Second Amendment Effective Date that are not required to Section2.07(bbe used to prepay the Loans and cash collateralize the LOC Obligations in accordance with the terms of Section 2.09(e) hereofmultiplied by (B) 0.50; PROVIDED, provided that FURTHER, that
(i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to any such increase in writing the Tranche A-1 Commitments or Tranche A-2 Commitments shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (but otherwiseor the remaining amount, no notice if less),
(ii) any such increase pursuant to the addition of a new tranche of term loans shall be in a minimum principal amount of $20,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining amount, if less),
(iii) if the Tranche X-0 Xxxxxxxxxxx, Xxxxxxx X-0 Commitments or Tranche A-3 Commitments are increased and if any Tranche A-1 Loans, Tranche A-2 Loans or Tranche A-3 Loans are outstanding at the time of any such increase, the Lenders shall assign portions of their outstanding Tranche A-1 Loans, Tranche A-2 Loans or Tranche A-3 Loans (and their unfunded Commitments shall automatically be increased by an identical amount) to other Lenders (including new Lenders) as necessary to conform to the revised Tranche A-1 Commitments, Tranche A-2 Commitments and Tranche A-3 Commitments of the Lenders resulting from such increase and the Borrower shall pay any break-funding amount owing under Section 2.14 in connection with such assignments,
(iv) to the extent such increase is an increase of the Tranche A-1 Commitment and (A) such increase is effective prior to the Tranche A-1 Availability Termination Date, the Borrower shall have the right to borrow up to the full amount of such increase until the Tranche A-1 Availability Termination Date, or (B) such increase is effective on or after the Tranche A-1 Availability Termination Date, a Borrowing of Tranche A-1 Loans in the amount of such increase in the Tranche A-1 Commitment shall be made on the effective date of such increase,
(v) to the extent such increase is an increase of the Tranche A-2 Commitment and (A) such increase is effective prior to the Tranche A-2 Availability Termination Date, the Borrower shall have the right to borrow up to the full amount of such increase until the Tranche A-2 Availability Termination Date, or (B) such increase is effective on or after the Tranche A-2 Availability Termination Date, a Borrowing of Tranche A-2 Loans in the amount of such increase in the Tranche A-2 Commitment shall be made on the effective date of such increase,
(vi) to the extent such increase is an increase of any Tranche A-3 Commitments, the Borrower and the Lenders committing to provide such increase in Tranche A-3 Commitments may independently agree (without any right of consent by any other Lender shall or the Administrative Agent) to extend to any date satisfactory to them the availability period during which Tranche A-3 Loans that are committed under such increase may be requiredrequested by the Borrower and are to be funded by such Lenders, notwithstanding anything and
(vii) the conditions to the contrary borrowing set forth in Section 9.02 hereof4.02 shall be satisfied as of the date of such increase. It is hereby acknowledged and agreed that (a) the increase in the aggregate amount of the Commitments and Loans hereunder resulting from the addition of the Tranche A-3 Commitments as of the Second Amendment Effective Date has been made pursuant to the terms of this Section 2.06(f), (iib) the Tranche A-3 Commitments and Tranche A-3 Loans shall constitute Commitments and Loans, respectively, for all purposes under this Agreement, including, without limitation, Section 9.02(b) and the definition of "Required Lenders," and (c) the amount of the increase in the aggregate Commitments permitted by this Section 2.06(f), as in effect on the Second Amendment Effective Date, shall be in addition to, and shall not be reduced by, the amount of the Tranche A-3 Commitments added to this Agreement as of the Second Amendment Effective Date. Any increase in the Commitments hereunder (including pursuant to the addition of a new Lenders tranche of term loans) shall be subject to satisfaction of the terms following: (1) the amount of such increase shall be offered first to the existing Lenders, and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an event the additional commitments which existing Lenders are willing to take shall exceed the amount requested by the Borrower, then (x) each existing Lender that is willing to provide a portion of such increase (each a "Committing Lender") shall be entitled to provide an amount up to its pro rata share of such increase based on the extent applicableamount of its existing Commitments and (y) if there is any portion of such increase remaining after giving effect to clause (x), i.e. required approvalsthen the Borrower, minimum amounts in consultation with the Administrative Agent, shall determine how the remaining portion of such increase is disbursed among the Committing Lenders (taking into consideration the amount of the additional commitments which each Committing Lender was initially willing to take) so that such increase is fully committed, (2) if the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other Eligible Persons to join this Credit Agreement as Lenders hereunder for the portion of commitments not taken by existing Lenders, provided that such other Eligible Persons shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the like), Borrower may reasonably request and (iii3) the Borrower shall execute and and/or deliver to the Administrative Agent such additional or replacement Notes promissory notes, certified resolutions, opinions of counsel and such other documentation modifications to this Agreement (including evidence revisions of proper authorizationSCHEDULE 2.1(a)) and the other Loan Documents as may be the Administrative Agent shall reasonably requested by request in connection with such increase. The Lenders hereby authorize the Administrative Agent, on their behalf, to execute any new Lender amendment or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right modification to decrease its Revolving Commitment as a result of such increase of this Agreement and the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation other Loan Documents necessary to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following consummate any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving CommitmentsSection.
Appears in 2 contracts
Samples: Credit Agreement (Velocita Corp), Credit Agreement (Velocita Corp)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent in accordance with this Agreement, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or only reduce the Commitments without the prior written consent of the Administrative Agent and all of the Lenders in the following circumstances: the Borrower may from time to time reduceprior to the Maturity Date reduce the Commitments, provided that each reduction in the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and (ii) the total Commitments may not be reduced to less than $200,000,000. The 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, the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the total Revolving CommitmentsCommitments as reduced.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) of this Section, at least three five (5) 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of in the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At any time prior to So long as the expiration of the Revolving Availability Period, Borrower is not then in Default and so long as no Event of Default shall have occurred which is continuingthe Borrower has not reduced the Commitment pursuant to Section 2.08(b), the Borrower may elect on two (2) occasions prior to increase three (3) years after the date of this Agreement, request that the aggregate of Commitments be increased, so long as the Revolving aggregate Commitments to an amount do not exceeding exceed Eight Hundred Fifty Million Dollars ($850,000,000.00) (the “Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereofCommitment”), (ii) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) . If the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of requests that the aggregate amount of the Revolving CommitmentsCommitments be increased, (v) the Administrative Agent shall have no obligation use commercially reasonable efforts to arrangeobtain increased or additional commitments up to the Maximum Commitment, find or locate any Lender or new bank or financial institution and to do so the Administrative Agent may, after first offering the Lenders the opportunity to participate in the increased Commitments, obtain additional lenders of its choice (and approved by Borrower, such approval not to be unreasonably withheld or delayed), and without the necessity of approval from any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised onceLenders. The Borrower shall be required execute an amendment to pay (or this Agreement, additional Notes and other documents as the Administrative Agent may reasonably require to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with evidence the need to reallocate existing Loans among increase of the Lenders following any Commitments, and the admission of additional Persons as Lenders, if necessary. At the same time that the Borrower requests an increase in the Revolving Commitments pursuant to Commitments, it may also request that the increase be in the form of a term loan with all principal due on a date no earlier than five (5) years after the date of this provisionAgreement. Except as Such term loans may otherwise not be agreed by the Borrower reborrowed after any prepayment or payment, and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or part of the Administrative Agent with respect to any such increase in Commitment for Revolving CommitmentsLoans.
Appears in 2 contracts
Samples: Credit Agreement (Weingarten Realty Investors /Tx/), Credit Agreement (Weingarten Realty Investors /Tx/)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate (i) on March 31, 2005, if the Term Loan Commitments initial borrowing hereunder shall terminate at 5:00 p.m., Houston, Texas time, not have occurred on the Effective Date or prior to such date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower Company may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 the Borrowing Multiple and not less than the Borrowing Minimum, or the entire amount of the Commitments of such Class, (ii) the Borrower shall Company will not terminate or reduce the Revolving Global Tranche Commitments if, after giving effect to any concurrent prepayment of the Revolving Global Tranche Loans in accordance with Section 2.102.11, the sum of the Revolving aggregate Global Tranche Credit Exposures would exceed the total Revolving aggregate Global Tranche Commitments and (iii) the Company shall not terminate or reduce the US/UK Tranche Commitments if, after giving effect to any concurrent prepayment of the US/UK Tranche Loans in accordance with Section 2.11, the aggregate US/UK Tranche Credit Exposures would exceed the aggregate US/UK Tranche Commitments.
(c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section, Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereofof such election. Promptly following receipt of any such notice, the Administrative Agent shall advise the Canadian Administrative Agent and the applicable Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each Except as provided in Section 2.09(e), each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.
(d) At any time prior The Company may, by written notice to the expiration Administrative Agent, request that the total Commitments under any Tranche be increased (a "Commitment Increase") by an amount for each increased Tranche of the Revolving Availability Period, and so long as no Event of Default shall have occurred which is continuing, the Borrower may elect to increase not less than US$25,000,000; provided that the aggregate amount of increases under all Tranches pursuant to this sentence shall not exceed the Revolving excess of (A) $250,000,000 over (B) the aggregate amount by which new Commitments of any Class established pursuant to an amount not exceeding Section 2.09(e) shall exceed the Maximum Accordion Amount minus any simultaneous reductions in the Revolving Global Tranche Commitments pursuant and/or the US/UK Tranche Commitments of the Lenders participating in such new Class. Such notice shall set forth the amount of the requested increase in each Tranche, and the date (the "Increase Effective Date") on which such increase is requested to Section2.07(b) hereof, provided that become effective (i) no Lender which shall be required not less than 10 Business Days or more than 45 days after the date of such notice), and shall offer each Lender holding a Commitment under each applicable Tranche the opportunity to increase its Revolving Commitment unless it in such Tranche by its Tranche Percentage of the proposed increased amount. Each such Lender shall, by notice to the Company and the Administrative Agent given not more than 5 Business Days after the date of the Company's notice, either agree to increase its applicable Commitment by all or a portion of the offered amount (each Lender so agreeing being an "Increasing Lender" with respect to such Tranche) or decline to increase its applicable Commitment (and any Lender that does not deliver such a notice within such period of 5 Business Days shall be deemed to have declined to increase its Commitment) (each Lender so declining or deemed to have declined being a "Non-Increasing Lender" with respect to such Tranche). In the event that on the 5th Business Day after the Company shall have expressly delivered a notice pursuant to the first sentence of this paragraph the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments under any Tranche by an aggregate amount less than the increase in the total Commitments requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an "Augmenting Lender" with respect to such increase Tranche), which may include any Lender, to extend Commitments in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything an aggregate amount equal to the contrary set forth in Section 9.02 hereof)unsubscribed amount; provided that each Augmenting Lender, (ii) the addition of new Lenders if not already a Lender hereunder, shall be subject to the terms approval of the Administrative Agent and the applicable Issuing Bank (which approval shall not be unreasonably withheld) and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent and the Company shall reasonably specify to evidence the Commitment of such Augmenting Lender and its status as a Lender hereunder. On the Increase Effective Date, (A) the aggregate principal amount of the Loans outstanding under each Tranche under which a Commitment Increase will become effective (the "Initial Loans" under such Tranche) immediately prior to giving effect to the applicable Commitment Increase on the Increase Effective Date shall be deemed to be repaid, (B) after the effectiveness of the Commitment Increase, the Borrowers holding Commitments under such Tranche shall be deemed to have made new Borrowings (the "Subsequent Borrowings") in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans under such Tranche and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (C) each Lender under such Tranche shall pay to the Applicable Agent in same day funds an amount equal to the difference, if positive, between (x) such Lender's Tranche Percentage (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (y) such Lender's Tranche Percentage (calculated without giving effect to the Commitment Increase) of the Initial Loans, (D) after the Applicable Agent receives the funds specified in clause (C) above, the Applicable Agent shall pay to each Lender under such Tranche the portion of such funds that is equal to the difference, if positive, between (1) such Lender's Tranche Percentage (calculated without giving effect to the Commitment Increase) of the Initial Loans and (2) such Lender's Tranche Percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (E) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Tranche Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (F) each applicable Borrower shall pay each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (A) above in respect of each Eurocurrency Loan or B/A Equivalent Loan shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 9.04 hereof as 2.16 if such new Lenders were acquiring an interest the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs actually result therefrom. Notwithstanding the foregoing, no increase in the Loans by assignment from Commitments under any Tranche (or in any Commitment of any Lender) or addition of an existing Lenders Augmenting Lender shall become effective under this Section unless, (to A) on the extent applicabledate of such increase, i.e. required approvals, minimum amounts the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender Agent shall have any right received a certificate to decrease its Revolving Commitment as that effect dated such date and executed by a result of such increase Financial Officer of the aggregate amount of the Revolving CommitmentsCompany, and (vB) the Administrative Agent shall have no obligation received (with sufficient copies for each of the Lenders) documents consistent with those delivered pursuant to arrangeSection 4.01 as to the corporate power and authority of the applicable Borrowers to borrow hereunder after giving effect to such increase.
(e) Notwithstanding anything in Section 10.02 or elsewhere in this Agreement to the contrary, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount event the Company shall desire to designate after the date hereof as Borrowing Subsidiaries hereunder one or more Subsidiaries organized under the laws of Canada or any political subdivision thereof and shall determine that payments of interest or fees by any such Subsidiary to one or more of the Revolving CommitmentsGlobal Tranche Lenders would be subject to withholding taxes if made under the arrangements provided for herein, the Company may request Lenders selected by it that would be able to receive such payments free of withholding taxes to establish hereunder an additional Class of Commitments under which Loans would be made available to such Borrowing Subsidiaries and, if the Company shall so elect, to the Company and (vi) such option one or more other Borrowing Subsidiaries, and, subject to the provisions of the following sentence, the Company may increase the Revolving total Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need establishment of such Class. Subject to reallocate existing Loans among the Lenders following provisions of this paragraph, any increase in such additional Class of Commitments may be established by a written amendment to this Agreement entered into by the Revolving Company, the Administrative Agent and each Lender that shall agree to provide a Commitment of such Class, and shall not require the consent of any other Lender; provided, that: (i) the aggregate outstanding principal amount of the new Commitments of any Class established pursuant to this provision. Except paragraph shall not, without the consent of the Required Lenders, exceed the sum of (A) US$250,000,000 minus the aggregate amount by which the Commitments shall theretofore have been increased pursuant to paragraph (d) above and (B) the aggregate amount of any simultaneous reductions of the Global Tranche Commitments and/or the US/UK Tranche Commitments of the Lenders extending Commitments as may otherwise part of such new Class (and any such reductions may, notwithstanding any other provision of this Agreement, be agreed effected by the Borrower amendment agreement establishing such new Class without any corresponding reduction of the Commitments of the other Global Tranche Lenders or US/UK Tranche Lenders, as the case may be); and (ii) the terms applicable to the Commitments and Borrowings of any new Class shall be the same as those applicable Lenderto the original Classes except as required or deemed appropriate by the Company and the Administrative Agent to make the Commitments and Loans of such new Class available to the intended Borrowing Subsidiaries. Any such amendment agreement shall, subject to the Borrower preceding sentence, amend the provisions of this Agreement and the other Loan Documents to set forth the terms of such new Class and the Borrowings thereunder and make such other amendments to this Agreement (including to Sections 2.18, 7.02, 7.03 and 10.02) as shall be necessary or appropriate in the judgment of the Company and the Administrative Agent to make the benefits of this Agreement available to the Lenders participating in such new Class. Further, any such amendment agreement shall amend the provisions of this Agreement (including the definition of Excluded Taxes and Section 2.17) as shall be necessary or appropriate in the judgment of the Company and the Administrative Agent to ensure that payments by or to Lenders participating in such new Class shall not be required subject to pay withholding taxes imposed by Canada and the United States in effect on the date each such Lender becomes a participant in the new Class. The Commitments, Loans and Borrowings of any upfront or Class established pursuant to this paragraph shall constitute Commitments, Loans and Borrowings under, and shall be entitled to all the benefits afforded by, this Agreement and the other fees or expenses Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees created by the Subsidiary Guarantee Agreement to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsextent provided therein.
Appears in 2 contracts
Samples: Credit Agreement (Molson Coors Brewing Co), Credit Agreement (Molson Coors Brewing Co)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or only reduce the Commitments with the prior written consent of the Administrative Agent and all of the Lenders in the following circumstances: the Borrower may from time to time reducereduce the Commitments, provided that each reduction in the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is at least $5,000,000 and an integral multiple of $1,000,000 5,000,000, and (ii) the Commitments may not be reduced to less than $15,000,000 unless the Commitments are reduced to zero and terminated. The 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, the sum of the Revolving Exposures total Credit Exposure would exceed the total Revolving Maximum Loan Available Amount. After any reduction in the Commitments, the Borrower's option to increase the Commitments provided in Section 2.08(d) shall terminate.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) of this Section, at least three (3) 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of in the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments. A reduction in the outstanding principal balance shall not constitute a reduction in the Commitments of such Classwithout the notice required above being delivered to Administrative Agent as set forth above.
(d) At any time prior to the expiration of the Revolving Availability Period, and so long as Provided no Default or Event of Default shall then be in existence, the Borrower shall have occurred the right, on one or more occasions, to elect to increase the Total Commitments; provided, however, that (i) the amount of each such increase shall not be less than Ten Million Dollars ($10,000,000) or in increments of Ten Million Dollars ($10,000,000) in excess thereof, and (ii) the aggregate amount of all such increases shall not cause the Total Commitments to exceed One Hundred Million Dollars ($100,000,000). Such right may be exercised by the Borrower by written notice to the Administrative Agent, which election shall designate the requested increase in the Total Commitments. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is continuingrequested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders), and each Lender shall endeavor to respond as promptly as possible within such time period. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment (which decision shall be in its sole discretion) and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders' responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, conditioned or delayed), the Borrower may elect also invite additional lenders approved by the Administrative Agent (provided that no approval of the Administrative Agent shall be required if such new lender is an Affiliate of a Lender or an Approved Fund) to become Lenders pursuant to a joinder agreement (each a "Lender Joinder Agreement") in form and substance reasonably satisfactory to the Administrative Agent and its counsel. If the Total Commitment is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the "Increase Effective Date") and the final allocation of each Lender's increased Commitments. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase (with such increase being pro rata among existing Lenders choosing to increase their Commitments) and the aggregate Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of the Revolving Commitments to Borrower dated as of the Increase Effective Date signed by an amount not exceeding Authorized Officer of the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that Borrower (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase in writing (but otherwiseincrease, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), and (ii) certifying that, before and after giving effect to such increase, (A) the addition representations and warranties contained in Article 3 and the other Loan Documents are true and correct in all material respects on and as of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (Increase Effective Date, except to the extent applicablethat such representations and warranties specifically refer to an earlier date, i.e. required approvalsin which case they are true and correct in all material respects as of such earlier date, minimum amounts and the likeexcept that for purposes of this Section 2.08(d), (iii) the Borrower representations and warranties contained in Section 3.04 shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by deemed to refer to the most recent statements furnished to the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, and (ivB) no Lender shall have any right to decrease its Revolving Commitment Default or Event of Default exists. Existing Lenders may, as necessary, receive a result prepayment of such increase amounts of the aggregate amount of Loan outstanding on the Revolving Commitments, (v) Increase Effective Date to the Administrative Agent shall have no obligation extent necessary to arrange, find or locate keep the outstanding Loan ratable with any Lender or new bank or financial institution to participate in revised Applicable Percentages arising from any unsubscribed portion of such non-ratable increase in the aggregate committed amount Commitments under this Section, which prepayment shall be accomplished by the pro rata funding required of the Revolving Commitments, and (viLender(s) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (issuing new or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving increased Commitments.
Appears in 2 contracts
Samples: Credit Agreement (MVP REIT II, Inc.), Credit Agreement (MVP REIT, Inc.)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Facility Commitments, the Designated Currency Commitments and the Yen Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall each terminate on the Revolving Maturity Date.
(b) The Borrower Company may at any time terminate, or from time to time reduce, the Facility Commitments, the Designated Currency Commitments of any Classor the Yen Commitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the Borrower Company shall not terminate or reduce (A) the Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Credit Exposures plus the total Competitive Loan Exposures would exceed the total Facility Commitments, (B) the Designated Currency Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the aggregate principal amount of the outstanding Revolving Designated Currency Loans would exceed the total Designated Currency Commitments, or (C) the Yen Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the aggregate principal amount of the outstanding Revolving Yen Loans would exceed the total Yen Commitments.
(c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Facility Commitments, the Designated Currency Commitments or the Yen Commitments under paragraph (b) of this Section, Section at least three one Business Days Day (or, to the extent a concurrent prepayment of Loans is required in accordance with Section 2.10, upon the minimum advance notice required in connection with such prepayment under such Section) 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 Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Facility Commitments, the Designated Currency Commitments or the Yen Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 Facility Commitments, the Designated Currency Commitments of any Class or the Yen Commitments shall be permanent. Each reduction of the Facility Commitments, the Designated Currency Commitments of any Class or the Yen Commitments shall be made ratably among the Lenders, the Designated Currency Lenders or the Yen Lenders, as the case may be, in accordance with their respective Facility Commitments, Designated Currency Commitments of such Classor Yen Commitments, as applicable.
(d) At any time Upon at least 15 days’ prior notice to the expiration Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Revolving Availability PeriodLenders), and so long as no Event of Default the Company shall have occurred which is continuingthe right, subject to the Borrower may elect terms and conditions set forth below, to increase the aggregate amount of the Revolving Facility Commitments in multiples of $500,000 up to an aggregate amount not exceeding to exceed $150,000,000. Any such increase shall apply, at the Maximum Accordion Amount minus any reductions in option of the Revolving Company, (x) to the Facility Commitment of one or more Lenders, if such Lender or Lenders consent to such increase, or (y) to the creation of new Facility Commitments pursuant to Section2.07(b) hereof, of one or more institutions not then a Lender hereunder; provided that (i) no if any such institution is not then a Lender hereunder, such institution shall be reasonably acceptable to the Administrative Agent, (ii) such existing or new Lender shall be required execute and deliver to increase its the Company and the Administrative Agent an Assumption Agreement substantially in the form of Exhibit G hereto (an “Assumption Agreement”) and (iii) if any Revolving Commitment unless it shall have expressly agreed to Loans are outstanding at the time of any such increase in writing (but otherwiseincrease, no notice to or consent by any Lender shall be requiredthe Company will, notwithstanding anything to the contrary set forth contained in Section 9.02 hereof)this Agreement, (ii) on the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result date of such increase incur and repay or prepay one or more Revolving Loans from the Lenders in such amounts so that after giving effect thereto, the Revolving Loans shall be outstanding on a pro rata basis (based on the Facility Commitments of the aggregate amount Lenders after giving effect to the changes made pursuant hereto on such date) from all the Lenders. Upon the effectiveness of the Revolving Commitments, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving CommitmentsFacility Commitments pursuant to this Section 2.08(d), and (viSchedule 2.01(a) such option to increase the Revolving Commitments may only be exercised once. The Borrower hereto shall be required automatically amended to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following reflect such increase. It is understood that any increase in the Revolving amount of the Facility Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower Section 2.08(d) shall not be required constitute an amendment or modification of this Agreement pursuant to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving CommitmentsSection 10.02.
Appears in 2 contracts
Samples: Credit Agreement (Dun & Bradstreet Corp/Nw), Credit Agreement (Dun & Bradstreet Corp/Nw)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments under the Existing Revolving Facility shall terminate on the Existing Facility Maturity Date, and the Term B Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, after the making of the Term B Loans on the Effective Date and Fourth Restatement Closing Date, (ii) any Incremental Term Commitments of a Class shall terminate on the making of the Incremental Term Loans of such Class, (iii) any Refinancing Term Commitments of a Class shall terminate on the making of the Refinancing Term Loans of such Class, (iv) each Class of Refinancing Revolving Commitments shall terminate on the date specified in the Refinancing Amendment for such Class, (v) each Class of Extended Revolving Maturity DateCommitments shall terminate on the date specified in the Extension Amendment for such Class, and (vi) any Commitments for Extended Term Loans of a Class shall terminate on the making of the Extended Term Loans of such Class.
(b) The Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments of any Class; under a Facility, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans under such Facility in accordance with Section 2.102.7, the sum of the Revolving Credit Exposures for such Facility would exceed the total Revolving CommitmentsCommitments for such Facility, and (ii) each such reduction of the Revolving Commitments shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section, 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 Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Revolving Commitments delivered by the Borrower 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 such notice may be revoked by the 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 Each reduction, and any termination, of the Revolving Commitments of any Class shall be permanent. Each , and each such reduction of the Commitments of any Class shall be made ratably among the applicable Lenders (other than a Defaulting Lender) in accordance with their respective Commitments of such Classapplicable Revolving Commitments.
(d) At The Borrower may at any time prior and from time to the expiration time, at its sole cost, expense and effort, request any one or more of the Revolving Availability PeriodLenders (other than a Defaulting Lender), and so long as no Event an Affiliate of Default shall have occurred which is continuing, the Borrower may elect to increase the aggregate a Lender (other than a Defaulting Lender) or an Approved Fund of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(ba Lender (other than a Defaulting Lender) hereof, provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed or to provide a new Revolving Commitment, as the case may be (the decision to be within the sole and absolute discretion of such increase in writing (but otherwiseLender, no notice to Affiliate or consent by Approved Fund) under a Facility, or any Lender shall be required, notwithstanding anything other Person reasonably satisfactory to the contrary set forth in Section 9.02 hereof)Administrative Agent, (ii) the addition of Issuing Bank and the Swingline Lender to provide a new Lenders shall be subject Revolving Commitment, by submitting a Revolving Increase Supplement duly executed by the Borrower and each such Lender, Affiliate, Approved Fund or other Person, as the case may be, to the terms and provisions of Section 9.04 hereof as if Administrative Agent. If such new Lenders were acquiring an interest Revolving Increase Supplement is in the Loans by assignment from an existing Lenders (all respects reasonably satisfactory to the extent applicableAdministrative Agent, i.e. required approvals, minimum amounts the Administrative Agent shall execute such Revolving Increase Supplement and the like), (iii) deliver a copy thereof to the Borrower shall execute and deliver each such additional Lender, Affiliate, Approved Fund or replacement Notes other Person, as the case may be. Upon execution and delivery of such other documentation (including evidence of proper authorization) as may be reasonably requested Revolving Increase Supplement by the Administrative Agent, any new Lender or any Lender which is increasing its (i) in the case of each such Lender, such Lender’s Revolving CommitmentCommitment under such Facility shall be increased to the amount set forth in such Revolving Increase Supplement, (ivii) no Lender in the case of each such Affiliate, Approved Fund or other Person, such Affiliate, Approved Fund or other Person shall have any right to decrease its thereupon become a party hereto and shall for all purposes of the Loan Documents be deemed a “Lender” having a Revolving Commitment under such Facility as a result of set forth in such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving CommitmentsIncrease Supplement, and (viiii) such option to increase in each case, the Revolving Commitments Commitment under such Facility of such Lender, Affiliate, Approved Fund or such other Person, as the case may only be exercised once. The Borrower be, shall be required as set forth in the applicable Revolving Increase Supplement; provided, however, that:
(A) [Reserved];
(B) immediately after giving effect thereto, the sum of the increases to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by Section 2.5(d) after the Borrower and any applicable Lender, Fourth Restatement Closing Date (the “Aggregate Increased Revolving Amount”) plus the amount of the Incremental Term Loans made to the Borrower shall not exceed the Incremental Amount;
(C) [Reserved];
(D) each such increase when aggregated with any contemporaneous Incremental Term Loans or Incremental Term Commitments made pursuant to Section 2.13 shall be required in an amount not less than $25,000,000 and in an integral multiple of $1,000,000;
(E) if Revolving Loans would be outstanding under the applicable Facility immediately after giving effect to pay any upfront each such increase, then simultaneously with such increase (1) each such Lender, each such Affiliate, Approved Fund or other fees Person and each other Lender under such Facility shall be deemed to have entered into a master assignment and acceptance agreement, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Lender and each such Affiliate, Approved Fund or expenses other Person a portion of its Revolving Loans necessary to any existing reflect proportionately the Revolving Commitments as adjusted in accordance with this Section 2.5(d), and (2) in connection with such assignment, each such Lender and each such Affiliate, Approved Fund or other Person shall pay to the Administrative Agent, for the account of the other Lenders, new Lenders such amount as shall be necessary to appropriately reflect the assignment to it of Revolving Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6; and
(F) each such Affiliate, Approved Fund or other Person shall have delivered to the Administrative Agent with respect and the Borrower all forms, if any, that are required to any be delivered by such increase in Revolving CommitmentsAffiliate, Approved Fund or other Person pursuant to Section 3.7.
Appears in 2 contracts
Samples: Credit Agreement (Gci Liberty, Inc.), Credit Agreement (General Communication Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and not less than $25,000,000 and (ii) the 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 2.102.11, the sum of the Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the total Revolving Commitments.
(c) The Borrower shall notify the Administrative Payment Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, 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 Payment Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Payment Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At any The Borrower may from time prior to time, by written notice to the expiration Payment Agent, executed by the Borrower and one or more financial institutions (any such financial institution referred to in this Section being called a “Prospective Lender”), which may include any Lender, cause the Commitments of the Revolving Availability Period, and so long as no Event of Default shall have occurred which is continuing, the Borrower may elect Prospective Lenders to increase the aggregate of the Revolving be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount not exceeding the Maximum Accordion Amount minus any reductions for each Prospective Lender set forth in the Revolving Commitments pursuant to Section2.07(b) hereof, such notice; provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to the amount of any such increase in writing (but otherwise, no notice to or consent by any Lender the aggregate Commitments shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof)not less than $25,000,000, (ii) the addition aggregate amount of new Lenders increases in Commitments made pursuant to this Section shall not exceed $500,000,000, (iii) each Prospective Lender, if not already a Lender hereunder, shall be subject to the terms approval of the Payment Agent and provisions each Issuing Bank (which approval shall not be unreasonably withheld) and shall execute all such documentation as the Payment Agent and the Borrower shall specify to evidence the Commitment of Section 9.04 hereof such Prospective Lender and its status as if a Lender hereunder. Such notice shall set forth the date (the “Increase Effective Date”) on which such new Lenders were acquiring an interest in increase is requested to become effective (which shall not be less than 3 Business Days or more than 45 days after the date of such notice). On the Increase Effective Date, (A) the aggregate principal amount of the Loans by assignment from an existing Lenders outstanding (the “Initial Loans”) immediately prior to giving effect to the extent applicable, i.e. required approvals, minimum amounts and commitment increase on the like)Increase Effective Date shall be deemed to be repaid, (iiiB) after the effectiveness of the commitment increase, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Payment Agent in accordance with Section 2.03, (C) each Lender shall pay to the Payment Agent in same day funds an amount equal to the difference, if positive, between (x) such Lender’s Applicable Percentage (calculated after giving effect to the commitment increase) of the Subsequent Borrowings and (y) such Lender’s Applicable Percentage (calculated without giving effect to the commitment increase) of the Initial Loans, (D) after the Payment Agent receives the funds specified in clause (C) above, the Payment Agent shall pay to each Lender the portion of such funds that is equal to the difference, if positive, between (1) such Lender’s Applicable Percentage (calculated without giving effect to the commitment increase) of the Initial Loans and (2) such Lender’s Applicable Percentage (calculated after giving effect to the commitment increase) of the amount of the Subsequent Borrowings, (E) each Lender (including each Prospective Lender) shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (each calculated after giving effect to the commitment increase) and (F) the Borrower shall execute pay each Lender (other than any Prospective Lender that was not a Lender before giving effect to the Commitment increase) any and deliver such additional or replacement Notes and such other documentation all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (including evidence A) above in respect of proper authorization) as may each Eurodollar Loan shall be reasonably requested subject to indemnification by the Administrative AgentBorrower pursuant to the provisions of Section 2.16 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs actually result therefrom. Notwithstanding the foregoing, no increase in the Commitments (or in any new Commitment of any Lender) or addition of a Prospective Lender or any Lender which is increasing its Revolving Commitmentshall become effective under this Section unless, (ivA) no Lender shall have any right to decrease its Revolving Commitment as a result on the date of such increase increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied (without giving effect to the aggregate amount of parenthetical in such paragraph (a)) and the Revolving Commitments, (v) the Administrative Payment Agent shall have no obligation received a certificate to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of that effect dated such increase in the aggregate committed amount date and executed by a Financial Officer of the Revolving CommitmentsBorrower, and (viB) such option to increase the Revolving Commitments may only be exercised once. The Borrower Payment Agent shall be required to pay have received (or to reimburse with sufficient copies for each applicable Lender forof the Lenders) any breakage costs incurred by any Lender in connection documents consistent with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments those delivered pursuant to this provision. Except Section 4.01 as may otherwise be agreed by to the corporate power and authority of the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses borrow hereunder after giving effect to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsincrease.
Appears in 2 contracts
Samples: Credit Agreement (Northrop Grumman Corp /De/), Credit Agreement (Northrop Grumman Corp /De/)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower Company may at any time time, without premium or penalty, terminate, or from time to time reduce, the Commitments of any ClassTranche; provided that (i) each such reduction of the Commitments of any Class Tranche shall be in an amount that is not less than the Borrowing Minimum and an integral multiple of $1,000,000 the Borrowing Multiple, in each case for Borrowings denominated in US Dollars and (ii) the Borrower Company shall not terminate or reduce the Revolving Commitments if, of any Tranche if after giving effect to such termination or reduction and to any concurrent payment or prepayment of the Revolving Loans or LC Disbursements in accordance with Section 2.10, (A) the sum of Aggregate Revolving Credit Exposure under either the Revolving Exposures US Tranche or the Global Tranche would exceed the total aggregate amount of Commitments of such Tranche, (B) the Revolving Credit Exposure under either the US Tranche or the Global Tranche of any Lender would exceed its Commitments of such Tranche or (C) the Aggregate Revolving Credit Exposure would exceed the aggregate Commitments.
(c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under any Tranche under paragraph (b) of this Section, 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 such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower under any Tranche may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked or extended by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedsatisfied or the effectiveness of such other credit facilities is delayed. Any termination or reduction of the Commitments of under any Class Tranche shall be permanent. Each reduction of the Commitments of under any Class Tranche shall be made ratably among the applicable Lenders in accordance with their respective Commitments of under such ClassTranche.
(d) At (i) The Company may at any time prior and from time to time, by written notice to the expiration Administrative Agent (which shall deliver a copy thereof to the applicable Lenders) executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Lender”), which may include any Lender, cause Global Tranche Commitments or US Tranche Commitments to be extended by the Increasing Lenders (or cause the Global Tranche Commitments or US Tranche Commitments of the Revolving Availability PeriodIncreasing Lenders to be increased, and so long as no Event of Default shall have occurred which is continuing, the Borrower case may elect to increase the aggregate of the Revolving Commitments to be) in an amount for each Increasing Lender (which shall not exceeding be less than US$5,000,000) set forth in such notice; provided, that (A) the Maximum Accordion Amount minus any reductions new Commitments and increases in the Revolving existing Commitments pursuant to Section2.07(bthis paragraph, in each case, after the Restatement Effective Date, shall not be greater than US$100,000,000 in the aggregate and shall not be less than US$10,000,000 (or any portion of such US$100,000,000 aggregate amount remaining unused) hereof, provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to for any such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof)increase, (iiB) the addition of new Lenders each Increasing Lender, if not already a Lender hereunder, shall be subject to the terms approval of the Administrative Agent (which approval shall not be unreasonably withheld) and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower each Increasing Lender, if not already a Lender hereunder, shall execute become a party to this Agreement by completing and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right delivering to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent a duly executed accession agreement in a form satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). New Commitments and increases in Commitments shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase become effective on the date specified in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments notices delivered pursuant to this provisionparagraph. Except Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (x) such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (y) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment or Commitments of such Increasing Lender as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any provided in such increase in Revolving CommitmentsAccession Agreement.
Appears in 2 contracts
Samples: Revolving Credit Facility Agreement (Albany International Corp /De/), Revolving Credit Facility Agreement (Albany International Corp /De/)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the The Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) and, unless previously terminated, the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower Parent may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and not less than $5,000,000 and (ii) the Borrower Parent 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, the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments.
(c) The Borrower Parent shall notify the Domestic Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section, Section 2.08 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 Domestic Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Parent pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower Parent may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Parent (by notice to the Domestic Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.
(d) At The Parent may at any time prior time, by written notice to the expiration of Domestic Administrative Agent, request that the Domestic Administrative Agent increase the total Revolving Commitments (a “Revolver Increase”) by (i) adding one or more new lenders to the revolving credit facility under this Agreement (each a “New Lender”) who wish to participate in such Revolver Increase and/or (ii) increasing the Revolving Availability PeriodCommitments of one or more Revolving Lenders party to this Agreement who wish to participate in such Revolver Increase; provided, and so long as however, that (w) no Default or Event of Default shall have occurred which is continuing, the Borrower may elect to increase the aggregate and be continuing as of the Revolving Commitments date of such request or as of the effective date of such Revolver Increase (the “Increase Date”) or shall occur as a result thereof, (x) any New Lender that becomes party to this Agreement pursuant to this Section 2.08(d) shall satisfy the requirements of Section 9.04(b) hereof and shall be acceptable to the Domestic Administrative Agent and consented to by the Parent and (y) the other conditions set forth in Section 2.08(e) below are satisfied. The Domestic Administrative Agent shall use commercially reasonable efforts to arrange for the syndication of any Revolver Increase. The Domestic Administrative Agent shall promptly inform the Lenders of any such request made by the Parent. The aggregate amount of Revolver Increases shall not exceed $25,000,000 and no single such Revolver Increase shall be for an amount not exceeding less than $5,000,000.
(e) On each Increase Date, (i) each New Lender that has chosen to participate in such Revolver Increase shall, subject to the Maximum Accordion Amount minus any reductions conditions set forth in the Revolving Commitments pursuant to Section2.07(bSection 2.08(d) hereof, provided become a Lender party to this Agreement as of such Increase Date and shall have a Revolving Commitment in an amount equal to its share of the Revolver Increase and (ii) each Revolving Lender that (i) no Lender shall be required has chosen to increase its Revolving Commitment unless it pursuant to Section 2.08(d) will have its Revolving Commitment increased by the amount of its share of the Revolver Increase as of such Increase Date; provided, however, that the Domestic Administrative Agent shall have expressly agreed to (y) received from the Parent all out-of-pocket costs and expenses incurred by the Domestic Administrative Agent in connection with such increase in writing Revolver Increase and (but otherwisez) received on or before such Increase Date the following, no notice to or consent by any Lender shall be requiredeach dated such date:
(i) certified copies of resolutions of the governing body of each Loan Party approving the Revolver Increase and the corresponding modifications, notwithstanding anything if any, to the contrary set forth in Section 9.02 hereof)Loan Documents required under subclause (vi) below, together with a certificate of the Parent certifying that there have been no changes to the constitutive documents of the Parent since the Effective Date, or if there have been changes, copies certified by the Parent of all such changes;
(ii) the addition of new Lenders shall be subject to the terms an Assignment and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest Assumption from each New Lender participating in the Loans Revolver Increase, if any, duly executed by assignment from an existing Lenders (to such New Lender, the extent applicable, i.e. required approvals, minimum amounts Domestic Administrative Agent and the like), Parent;
(iii) confirmation from each Revolving Lender participating in the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence Revolver Increase of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing increase in the amount of its Revolving Commitment, in form and substance satisfactory to the Domestic Administrative Agent;
(iv) a certificate of the Parent certifying that no Lender Default or Event of Default shall have any right to decrease its Revolving Commitment occurred and be continuing or shall occur as a result of such increase Revolver Increase;
(v) a certificate of the aggregate amount Parent certifying that the representations and warranties made by the Parent herein and in the other Loan Documents are true and complete in all material respects with the same force and effect as if made on and as of such date (or, to the extent any such representation or warranty specifically relates to an earlier date, such representation or warranty is true and complete in all material respects as of such earlier date); and
(vi) supplements or modifications to the Loan Documents and such additional Loan Documents, including any new promissory notes to New Lenders and replacement promissory notes to Revolving Lenders that agree to participate in such Revolver Increase and request such promissory notes, that the Domestic Administrative Agent reasonably deems necessary in order to document such Revolver Increase and otherwise assure and give effect to the rights of the Domestic Administrative Agent and the Revolving Lenders in the Loan Documents.
(f) On each Increase Date, upon fulfillment of the conditions set forth in Section 2.08(d), the Domestic Administrative Agent shall (i) effect a settlement of all outstanding Loans among the Revolving Lenders that will reflect the adjustments to the Revolving Commitments of the Lenders as a result of the Revolver Increase, including reflecting that each Lender holds its Applicable Percentage of the Revolving CommitmentsLoans outstanding that are denominated in each Currency and (ii) notify the Revolving Lenders, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase New Lenders participating in the aggregate committed amount Revolver Increase and the Borrowers, on or before the Specified Time, by telecopier or telex, of the Revolving Commitments, and (vi) occurrence of the Revolver Increase to be effected on such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving CommitmentsIncrease Date.
Appears in 2 contracts
Samples: Credit Agreement (Mirion Technologies, Inc.), Credit Agreement (Mirion Technologies, Inc.)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $25,000,000 and (ii) the 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 2.102.10 and reimbursement of LC Disbursements in accordance with Section 2.05(c), the sum of the Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the total Revolving Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At any time prior The Borrower may, by written notice to the expiration Administrative Agent, executed by the Borrower and one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Lender”), which may include any Lender, cause Commitments of the Revolving Availability PeriodIncreasing Lenders to become effective (or, and so long in the case of an Increasing Lender that is an existing Lender, cause its Commitment to be increased, as no Event of Default shall have occurred which is continuing, the Borrower case may elect to increase the aggregate of the Revolving Commitments to be) in an amount not exceeding the Maximum Accordion Amount minus any reductions for each Increasing Lender set forth in the Revolving Commitments pursuant to Section2.07(b) hereof, such notice; provided that (i) no Lender the aggregate amount of all new Commitments and increases in existing Commitments pursuant to this paragraph during the term of this Agreement shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof)not exceed $250,000,000, (ii) the addition of new Lenders each Increasing Lender, if not already a Lender hereunder, shall be subject to the terms approval of the Administrative Agent (which approval shall not be unreasonably withheld) and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower each Increasing Lender, if not already a Lender hereunder, shall execute become a party to this Agreement by completing and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by delivering to the Administrative AgentAgent a duly executed accession agreement in a form satisfactory to the Administrative Agent and the Borrower. New Commitments and increases in Commitments pursuant to this Section shall become effective on the date specified in the applicable notices delivered pursuant to this Section. Following any extension of a new Commitment or increase of a Lender’s Commitment pursuant to this paragraph, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right Loans outstanding prior to decrease its Revolving Commitment as a result the effectiveness of such increase or extension shall continue outstanding until the ends of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitmentsrespective Interests Periods applicable thereto, and (vi) such option shall then be repaid or refinanced with new Revolving Loans made pursuant to increase the Revolving Commitments may only be exercised onceSection 2.01. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following Following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lenderparagraph, the Borrower shall not will use its reasonable best effort to ensure that, to the extent there are outstanding Revolving Loans, each Lender’s outstanding Revolving Loans will be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or in accordance with such Lender’s pro rata portion of the Administrative Agent with respect to any such increase in Revolving Commitments.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Limited Brands Inc), Revolving Credit Agreement (Limited Brands Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and not less than $10,000,000 and (ii) the 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 2.102.11, the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At any The Borrower at its option may, from time prior to the expiration of the Revolving Availability Periodtime, and so long as no Event of Default shall have occurred which is continuingat its option, the Borrower may elect seek to increase the aggregate of the Revolving Commitments total Commitmentsseek to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no Lender shall be required request one or more term loans (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) and/or (ii) increase the aggregate Commitments (each such increase, an “Incremental Revolving Commitment” and, together with the Incremental Term Loans, the “Incremental Facilities”) by up to increase its Revolving Commitment unless it shall have expressly agreed to such increase an aggregate amount of $150,000,000 (resulting in writing maximum total Commitments of $450,000,000) upon at least three (but otherwise, no 3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increaseIncremental Facility (which shall not be less than $25,000,000 or consent such lesser amount to which the Administrative Agent may agree) and shall certify that no Default has occurred and is continuing. After delivery of such notice, the Administrative Agent or the Borrower, in consultation with the Administrative Agent, may offer the increaseIncremental Facility (which may be declined by any Lender shall be required, notwithstanding anything in its sole discretion) in the total Commitments on either a ratable basis to the contrary set forth Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenderslenders or entities reasonably acceptable to the Administrative Agent, the Issuing Banks (in Section 9.02 hereof)the case of an Incremental Revolving Commitment) and the Borrower. No increase in the total CommitmentsIncremental Facility shall become effective until the existing or new Lenders extending such incremental Commitment amountIncremental Facility and the Borrower shall have delivered to the Administrative Agent a document in form and substance reasonably satisfactory to the Administrative Agent and the Borrower pursuant to which (i) any such existing Lender providing or increasing a commitment in respect of such Incremental Facility agrees to the amount of its Commitment increaseportion of the Incremental Facility, (ii) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if any such new Lenders were acquiring an interest Lenderlender providing a commitment in respect of such Incremental Facility agrees to its Commitment amountportion of the Loans by assignment from an existing Lenders (Incremental Facility and agrees to assume and accept the extent obligations and rights of a revolving Lender and/or term lender hereunder, as applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower accepts such incremental CommitmentsIncremental Facility, (iv) the effective date of any increase in the Commitments is specifiedIncremental Facility is specified by the Borrower and the lenders providing or increasing their respective commitments in respect of such Incremental Facility and (v) the Borrower certifies that on such date the conditions for a new Loan set forth in Section 4.02 are satisfied. The terms of any Incremental Term Loan shall, taken as a whole, be substantially identical to, or less favorable to the lenders making such Incremental Term Loan than, the terms applicable to Loans hereunder, except that (A) the Borrower and the Administrative Agent may amend this Agreement and the other Loan Documents to implement such mechanical and conforming changes as the Borrower and the Administrative Agent deem appropriate, (B) the maturity date of any Incremental Term Loan shall execute be no earlier than the Maturity Date, (C) the interest rate margins and deliver other economic terms, amortization schedule, prepayment terms, borrower (which shall be the Borrower or a Subsidiary Borrower) and currency applicable to any Incremental Term Loan shall be determined by the Borrower and the lenders thereunder and (D) the foregoing limitation upon the terms of any Incremental Term Loan shall not apply to covenants or other provisions applicable only to periods after the Maturity Date. Each Incremental Term Loan shall be made pursuant to an amendment, restatement or amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by each Borrower, each lender under such additional or replacement Notes Incremental Term Loan and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, in each case without the need to obtain the consent of any new Lender other Person. Each Incremental Term Loan Amendment may effect such amendments to this Agreement and the other Loan Documents as may be necessary or any Lender which is increasing its Revolving Commitmentappropriate, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result in the reasonable opinion of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation and the Borrower, to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion effect the provisions of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised oncethis Section. The Borrower shall be required Lenders hereby irrevocably authorize the Administrative Agent to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with enter into such Incremental Term Loan Amendments. Upon the need to reallocate existing Loans among the Lenders following effectiveness of any increase in the total CommitmentsIncremental Revolving Commitments Commitment pursuant hereto, (i) each revolving Lender (new or existing) shall be deemed to have accepted an assignment at par from the existing revolving Lenders, and the existing revolving Lenders shall be deemed to have made an assignment at par to each new or existing revolving Lender accepting a new or increased Commitment, of an interest in each then outstanding Revolving Loan (in each case, on the terms and conditions set forth in the Assignment and Assumption) and (ii) the Swingline Exposure and LC Exposure of the existing and new revolving Lenders shall be automatically adjusted such that, after giving effect to such assignments and adjustments, all Revolving Credit Exposure hereunder is held ratably by the revolving Lenders in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for, and substantially contemporaneously with the payment to the assigning Lenders of, the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees relating to such principal amount. Payments received by assigning revolving Lenders pursuant to this provisionSection in respect of the principal amount of any Eurocurrency Loan shall, for purposes of Section 2.16, be deemed prepayments of such Loan. Except as may otherwise Any increase of the total CommitmentsIncremental Facility pursuant to this Section shall be agreed subject to receipt by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect from the Borrower of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request. NoNotwithstanding anything in Section 9.02 or elsewhere herein to the contrary, no consent of any such increase in Revolving CommitmentsLender (other than the Lenders agreeing to new or increased Commitmentscommitments) shall be required for any incremental CommitmentIncremental Facility provided or Loan made pursuant to this Section 2.09(d).
Appears in 1 contract
Samples: Credit Agreement (Scansource Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan The Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Termination Date.
(b) The Upon at least three Business Days' prior irrevocable telecopy notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Commitments of any ClassTotal Commitment; provided provided, however that (i) each partial reduction of the Commitments of any Class Total Commitment shall be in an amount that is an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 and (ii) the Borrower shall may not terminate or reduce the Revolving Commitments Total Commitment if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10such termination or reduction, the sum of the Revolving Exposures Total L/C Exposure would exceed the total Revolving CommitmentsTotal Commitment.
(c) Each reduction in the Total Commitment hereunder shall be made ratably among the Banks in accordance with their respective Commitment Percentages. The Borrower shall notify pay to the Administrative Agent for the account of any election to terminate the Banks, on the date of each termination or reduce reduction of the Commitments, the Commitment Fees on the amount of the Commitments under paragraph (b) of this Section, at least three Business Days prior to so terminated or reduced accrued through 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.
(d) At any time prior Subject to the expiration of the Revolving Availability Period, and so long as no Event of Default shall have occurred which is continuingSection 6.01, the Borrower may elect to increase the aggregate Total Commitment up to a maximum amount of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that $500,000,000 either (i) no Lender by designating a bank or other financial institution not at the time of such designation a Bank to become a Bank or (ii) by agreeing with an existing Bank that such Bank's Commitment shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing increased; provided, that (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), (iiA) the addition of new Lenders any bank or financial institution pursuant to clause (i) above shall be subject to the terms and provisions consent of Section 9.04 hereof as if such new Lenders were acquiring an interest each Issuing Bank (which consent, in the Loans by assignment from an existing Lenders (to the extent applicableeach case, i.e. required approvals, minimum amounts and the likeshall not be unreasonably withheld), (iiiB) no Default or Event of Default shall have occurred and be continuing prior to or after giving effect to any increase pursuant to this Section 2.09(d) and (C) any increase shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000. Upon execution and delivery by the Borrower shall execute and deliver such additional or replacement Notes and such existing Bank or other documentation (including evidence bank or financial institution of proper authorization) as may be an instrument of assumption reasonably requested by satisfactory to the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender such existing Bank shall have any right to decrease its Revolving a Commitment as therein set forth or such other bank or financial institution shall become a result Bank with a Commitment as therein set forth and all the rights and obligations of a Bank with such a Commitment hereunder. Upon any increase in the Total Commitment pursuant to this Section 2.09(d), the L/C Exposure of each Bank shall be automatically adjusted to reflect the new Commitment Percentage of each Bank, after giving effect to such increase, Schedule 1.01A shall be deemed amended to give effect to such increase of the aggregate amount of the Revolving Commitments, (v) and the Administrative Agent shall have no obligation circulate to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion each Bank and the Borrower a revised Schedule 1.01A incorporating the effects of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsincrease.
Appears in 1 contract
Samples: Letter of Credit Issuance and Reimbursement Agreement (Lucent Technologies Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower Company may at any time terminate, or from time to time reduce, the Commitments of any Class; Commitments, provided that (i) each reduction the Company shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Commitments Loans in accordance with Section 2.7, the sum of any Class the Total Credit Exposures would exceed the Aggregate Commitment and (ii) each such reduction shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000.
(c) [Intentionally Omitted].
(d) Provided that at the time of and immediately after giving effect thereto, no Default shall exist and be continuing, the Company may at any time and from time to time, at its sole cost, expense and effort, request any one or more of the Lenders to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent to provide a new Commitment, by submitting to the Administrative Agent an Increase Supplement duly executed by each Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent, it shall execute such Increase Supplement and deliver a copy thereof to the Company and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent, (i) in the case of each such Lender, its Commitment shall be increased to the amount set forth in such Increase Supplement and (ii) in the Borrower case of each such other Person, such other Person shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided, however, that on the effective date of any increase in the Commitments:
(A) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not terminate exceed $500,000,000;
(B) each such increase shall be in an amount not less than $50,000,000 or reduce such amount plus an integral multiple of $10,000,000;
(C) (i) each such increasing Lender and each such other Person shall make available to the Revolving Commitments ifAdministrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to any concurrent prepayment such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the Revolving outstanding Loans of all the Lenders to equal its Applicable Percentage of such outstanding Loans, and (ii) each Borrower shall be deemed to have repaid and reborrowed all of its outstanding Loans as of the date of any increase in the Commitments (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Company on behalf of such Borrower, in accordance with the requirements of Section 2.10, the sum 2.3). The deemed payments made pursuant to clause (ii) of the Revolving Exposures would exceed immediately preceding sentence shall be accompanied by payment of all accrued interest on the total Revolving Commitmentsamount prepaid and, in respect of each Eurodollar Loan, shall be subject to indemnification by such Borrower pursuant to the provisions of Section 3.6 if the deemed payment occurs other than on the last day of the related Interest Periods;
(D) each such other Person shall have delivered to the Administrative Agent and the Company all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7(c); and
(E) the representations and warranties of the Borrowers set forth in Article 4 shall be true and correct in all material respects (provided that any representation or warranty qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the effective date of any increase in the Commitments except to the extent that any such representations and warranties expressly relate to an earlier date (including those contained in Sections 4.4(a), 4.4(b) and 4.8), in which case such representations and warranties shall have been true and correct in all material respects (provided that any representation or warranty qualified by materiality or Material Adverse Effect shall have been true and correct in all respects) on and as of such earlier date (and the Administrative Agent shall have received such evidence and other related documents as the Administrative Agent may reasonably request with respect to the Borrowers’ authorization of the increase and their respective obligations hereunder).
(ce) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, 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 Borrower Company pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 Each reduction, and any termination, of the Commitments shall be permanent and, except as provided in Section 2.8, each reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.
(d) At any time prior to the expiration of the Revolving Availability Period, and so long as no Event of Default shall have occurred which is continuing, the Borrower may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), (ii) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitments.
Appears in 1 contract
Samples: Credit Agreement (Allstate Corp)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; Commitments, provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iiiii) any reduction of the Borrower Commitments to an amount below the LC Commitment shall not terminate or be automatically reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the total Revolving CommitmentsLC Commitment on a dollar for dollar basis.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, 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 Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or Each reduction, and any termination, of the Commitments shall be permanent and each reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At The Borrower may at any time and from time to time prior to the expiration Maturity Date, at its sole cost, expense and effort, request any one or more of the Revolving Availability Period, and so long as no Event of Default shall have occurred which is continuing, Lenders to increase its Cleco Power LLC Credit Agreement Commitment (the Borrower may elect decision to increase the aggregate Commitment of a Lender to be within the Revolving Commitments sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an amount not exceeding Increase Supplement duly executed by the Maximum Accordion Amount minus any reductions Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the Revolving Commitments pursuant case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to Section2.07(bthe amount set forth in such Increase Supplement, (y) hereofin the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that that:
(i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such immediately after giving effect thereto, the sum of all increases (other than any increase in writing any Lender’s Commitment in order to replace another Lender pursuant to Section 3.8(b)) in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed the sum of (but otherwise, no notice to or consent by any x) $100,000,000 plus (y) the amount of the Commitment of each Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), that becomes a Defaulting Lender;
(ii) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Revolving CommitmentsCommitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Agreement through the Maturity Date and the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of received such increase in the aggregate committed amount of the Revolving Commitments, certificates and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower other items as it shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender reasonably request in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provisionsuch increase. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitments.Cleco Power LLC Credit Agreement
Appears in 1 contract
Samples: Credit Agreement (Cleco Corp)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the 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 2.10Loans, the sum of the aggregate Revolving Credit Exposures would exceed the total Revolving aggregate Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, 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 such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At In the event the Borrower shall desire to request increases in the Lenders’ Commitments to be effected pursuant to this paragraph, the Administrative Agent will, at the Borrower’s request, distribute a memorandum of the Borrower setting forth such request, together with any time prior supporting materials provided by the Borrower, to the expiration Lenders. The Borrower may from time to time, by written notice to the Administrative Agent, executed by the Borrower and one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Lender”), which may include any Lender, cause the Commitments of the Revolving Availability Period, and so long as no Event of Default shall have occurred which is continuing, the Borrower may elect Increasing Lenders to increase the aggregate of the Revolving be increased (or cause Commitments to be extended by the Increasing Lenders, as the case may be) in an amount not exceeding the Maximum Accordion Amount minus any reductions for each Increasing Lender set forth in the Revolving Commitments pursuant to Section2.07(b) hereof, such notice; provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to the amount of any such increase in writing (but otherwise, no notice to or consent by any Lender the aggregate Commitments shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof)not less than $25,000,000, (ii) the addition aggregate amount of new Lenders increases in Commitments made pursuant to this paragraph shall not exceed $150,000,000, (iii) each Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Issuing Bank (which approval shall not be unreasonably withheld) and shall execute all such documentation as the Administrative Agent and the Borrower shall specify to evidence the Commitment of such Increasing Lender and its status as a Lender hereunder. Such notice shall set forth the date (the “Increase Effective Date”) on which such increase is requested to become effective (which shall not be less than three Business Days or more than 45 days after the date of such notice). The terms and provisions conditions of Section 9.04 hereof as if such new Lenders were acquiring an interest in any Commitments established or increased pursuant to this paragraph and of the Loans and other extensions of credit thereunder shall be identical to those of the other Commitments, Loans and other extensions of credit hereunder; provided that, the Borrower may, in connection with any increase or extension of Commitments pursuant to this paragraph, agree to increase the Applicable Percentages used to determine interest or fees payable hereunder, in which case such increase shall be effective as of the Increase Effective Date, shall apply equally to all the Commitments and Loans hereunder and shall be documented in an amendment hereto executed by assignment from an existing Lenders the Borrower and the Administrative Agent (which amendment shall not require the consent of any other party). On the Increase Effective Date, (A) the aggregate principal amount of the Loans outstanding (the “Initial Loans”) immediately prior to giving effect to the extent applicable, i.e. required approvals, minimum amounts and the like)commitment increase shall be deemed to be repaid, (iiiB) after the effectiveness of the commitment increase, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (C) each Lender shall pay to the Administrative Agent in same day funds an amount equal to the difference, if positive, between (x) such Lender’s Participation Percentage (calculated after giving effect to the commitment increase) of the Subsequent Borrowings and (y) such Lender’s Participation Percentage (calculated without giving effect to the commitment increase) of the Initial Loans, (D) after the Administrative Agent receives the funds specified in clause (C) above, the Administrative Agent shall pay to each Lender the portion of such funds that is equal to the difference, if positive, between (1) such Lender’s Participation Percentage (calculated without giving effect to the commitment increase) of the Initial Loans and (2) such Lender’s Participation Percentage (calculated after giving effect to the commitment increase) of the amount of the Subsequent Borrowings, (E) each Lender (including each Increasing Lender) shall be deemed to hold its Participation Percentage of each Subsequent Borrowing (each calculated after giving effect to the commitment increase) and (F) the Borrower shall execute pay to each Lender (other than any Increasing Lender that was not a Lender before giving effect to the Commitment increase) any and deliver such additional or replacement Notes and such other documentation all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (including evidence A) above in respect of proper authorization) as may each Eurodollar Loan shall be reasonably requested subject to indemnification by the Administrative AgentBorrower pursuant to the provisions of Section 2.14 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto. Notwithstanding the foregoing, no increase in the Commitments (or in any new Commitment of any Lender) or addition of a Increasing Lender or any Lender which is increasing its Revolving Commitmentshall become effective under this Section unless, (ivA) no Lender on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied and the Administrative Agent shall have any right received a certificate to decrease its Revolving Commitment as that effect dated such date and executed by a result of such increase Financial Officer of the aggregate amount of the Revolving CommitmentsBorrower, and (vB) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount received (with sufficient copies for each of the Revolving Commitments, Lenders) legal opinions and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection other documents consistent with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments those delivered pursuant to this provision. Except as may otherwise be agreed by Section 4.01 evidencing the corporate power and authority of the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses borrow hereunder after giving effect to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsincrease.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower Company may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 the Borrowing Multiple and not less than the Borrowing Minimum and (ii) the Borrower Company shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, the sum Revolving Loan Exposure of any Lender would exceed its Commitment or the Revolving aggregate Exposures would exceed the total Revolving aggregate Commitments.
(c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereofof such election. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At any time prior (i) The Company may on one or more occasions, by written notice to the expiration Administrative Agent and executed by the Company and one or more financial institutions (any such financial institution referred to in this paragraph (d) being called an “Increasing Lender”), which may include any Lender, cause new Commitments to be extended by the Increasing Lenders (or cause the existing Commitments of the Revolving Availability PeriodIncreasing Lenders to be increased, as the case may be) in amounts set forth in such notice not to be less than (A) $10,000,000 for each Increasing Lender and so long as no Event of Default shall have occurred which is continuing, the Borrower may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b(B) hereof, $25,000,000 for all Increasing Lenders under each such notice; provided that (ix) at no Lender time shall be required the aggregate amount of all extensions of new Commitments and increases in existing Commitments effected pursuant to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in this Section 9.02 hereof)2.10(d) exceed $500,000,000, (iiy) the addition of new Lenders each Increasing Lender, if not already a Lender hereunder, shall be subject to the terms approval of the Administrative Agent (which approval shall not be unreasonably withheld) and provisions of Section 9.04 hereof as (z) each Increasing Lender, if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicablenot already a Lender hereunder, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver all such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation reasonably specify to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion evidence the Commitment of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Increasing Lender for) any breakage costs incurred by any and/or its status as a Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentshereunder.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and not less than $10,000,000 and (ii) the 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 2.102.11, the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At any The Borrower may, from time prior to the expiration of the Revolving Availability Periodtime, and so long as no Event of Default shall have occurred which is continuingat its option, the Borrower may elect seek to increase the aggregate of the Revolving total Commitments by up to an aggregate amount of $150,000,000 (resulting in maximum total Commitments of $450,000,000) upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase (which shall not exceeding be less than $25,000,000 or such lesser amount to which the Maximum Accordion Amount minus Administrative Agent may agree) and shall certify that no Default has occurred and is continuing. After delivery of such notice, the Administrative Agent or the Borrower, in consultation with the Administrative Agent, may offer the increase (which may be declined by any reductions Lender in its sole discretion) in the Revolving total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent and the Borrower. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrower shall have delivered to the Administrative Agent a document in form and substance reasonably satisfactory to the Administrative Agent pursuant to Section2.07(b) hereof, provided that which (i) no any such existing Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything agrees to the contrary set forth in Section 9.02 hereof)amount of its Commitment increase, (ii) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if any such new Lenders were acquiring an interest in Lender agrees to its Commitment amount and agrees to assume and accept the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts obligations and the like)rights of a Lender hereunder, (iii) the Borrower shall execute and deliver accepts such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitmentincremental Commitments, (iv) no Lender shall have the effective date of any right to decrease its Revolving Commitment as a result of such increase of in the aggregate amount of the Revolving Commitments, Commitments is specified and (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or Borrower certifies that on such date the conditions for a new bank or financial institution to participate Loan set forth in any unsubscribed portion Section 4.02 are satisfied. Upon the effectiveness of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the total Commitments pursuant hereto, (i) each Lender (new or existing) shall be deemed to have accepted an assignment from the existing Lenders, and the existing Lenders shall be deemed to have made an assignment to each new or existing Lender accepting a new or increased Commitment, of an interest in each then outstanding Revolving Loan (in each case, on the terms and conditions set forth in the Assignment and Assumption) and (ii) the Swingline Exposure and LC Exposure of the existing and new Lenders shall be automatically adjusted such that, after giving effect to such assignments and adjustments, 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, and substantially contemporaneously with the payment to the assigning Lenders of, the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. Payments received by assigning Lenders pursuant to this Section in respect of the principal amount of any Eurocurrency Loan shall, for purposes of Section 2.16, be deemed prepayments of such Loan. Any increase of the total Commitments pursuant to this provision. Except as may otherwise Section shall be agreed subject to receipt by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect from the Borrower of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request. No consent of any Lender (other than the Lenders agreeing to new or increased Commitments) shall be required for any such increase in Revolving Commitmentsincremental Commitment provided or Loan made pursuant to this Section 2.09(d).
Appears in 1 contract
Samples: Credit Agreement (Scansource Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving their respective Maturity DateDate(s).
(b) The Borrower may at any time terminateonly reduce the Revolving Commitments, or without the prior written consent of the Administrative Agent and all of the Lenders, in the following circumstances: the Borrower may from time to time reducereduce the Revolving Commitments, the Commitments of any Class; provided that (i) each reduction of in the Revolving Commitments of any Class shall be in an amount that is at least $25,000,000 and an integral multiple of $1,000,000 5,000,000, and (ii) the Revolving Commitments may not be reduced to less than $100,000,000 unless the Revolving Commitments are reduced to zero and terminated. The 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, the sum of the total Revolving Credit Exposures would exceed the total Maximum Loan Available Amount less the outstanding balance of all of the Term Loans. After any reduction in the Revolving Commitments, the Borrower’s option to increase the Commitments provided in Section 2.08(d) shall terminate.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (bSection 2.08(b) of this Section, at least three (3) 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 Revolving Commitments of any Class shall be permanent. Each reduction of in the Revolving Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. A reduction in the outstanding principal balance shall not constitute a reduction in the Revolving Commitments of such Classwithout the notice required above being delivered to Administrative Agent as set forth above.
(d) At any time prior to the expiration of the Revolving Availability Period, and so long as Provided no Default or Event of Default shall have occurred which is continuingthen be in existence, the Borrower may shall have the right, on one or more occasions, to elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereofTotal Commitments; provided, provided however, that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to the amount of each such increase shall not be less than Twenty-Five Million Dollars ($25,000,000) or in writing increments of Twenty-Five Million Dollars (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth $25,000,000) in Section 9.02 hereof)excess thereof, (ii) the aggregate amount of all such increases shall not cause the Total Commitments to exceed One Billion Fifty Million Dollars ($1,050,000,000), and (iii) any such requests for an increase in the Total Commitment must be received at least fifteen (15) Business Days prior to the then applicable Revolving Loan Maturity Date or Term Loan Maturity Date. Any such increase in the Total Commitment shall be exercised by the Borrower by written notice to the Administrative Agent, which election shall designate the requested increase in the Total Commitment; provided further, however, at Borrower’s option, Borrower may request that any such requested increase in the amount of the Total Commitments be effected through an increase in the Revolving Commitments, an increase in the Term Commitments, or the addition of one or more new Lenders term loan facilities provided any such new term facilities shall satisfy the Incremental Conditions (and, in such event, all references in this Section 2.08 to any increase in the Commitments (or any Revolving Commitment or Term Commitment), as and to the extent applicable at any time, shall be deemed and construed to mean and refer to any such increased or incremental new term loan commitment in the amount of such increase, mutatis mutandis), subject further, however, (1) to the continued applicability of the terms and provisions of this Section 9.04 hereof 2.08 and (2) in addition to the items specified below, the prior execution and delivery by the Credit Parties of such other and further agreements, instruments, and documents which Administrative Agent may then require in its sole but reasonable determination to effect any such term loan commitment in the amount of such increase. Any new term loan facility shall have a maturity no earlier than the Term Loan Maturity Date. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders), and each Lender shall endeavor to respond as promptly as possible within such time period. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment (which decision shall be in its sole discretion) and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld, conditioned or delayed), to the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Borrower, the Arranger, in consultation with the Borrower, will use its best efforts to arrange for other financial institutions to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Commitment requested by the Borrower and not accepted by the existing Lenders, and the Borrower may also invite additional lenders approved by the Administrative Agent (provided that no approval of the Administrative Agent shall be required if such new lender is an Affiliate of a Lender or an Approved Fund) to become Lenders, in each case, pursuant to a joinder agreement (each a “Lender Joinder Agreement”) in form and substance reasonably satisfactory to the Administrative Agent and its counsel. If the Total Commitment is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of each Lender’s increased Commitments among any new tranche of term loans and the Revolving Loan. The Administrative Agent shall promptly notify the Borrower and the Lenders were acquiring of the final allocation of such increase (with such increase being pro rata among existing Lenders choosing to increase their Commitments) and the Increase Effective Date and Section 2.01 shall be deemed modified, without further action, to reflect the revised Commitments and Applicable Percentages of the Lenders. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date signed by an interest Authorized Officer of the Borrower (x) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (y) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article 6 and the other Loan Documents are true and correct in all material respects (except that in the Loans case of any representation and warranty qualified by assignment from an existing Lenders (materiality, they shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent applicablethat such representations and warranties specifically refer to an earlier date, i.e. required approvalsin which case they are true and correct in all material respects as of such earlier date, minimum amounts and the likeexcept that for purposes of this Section 2.08(d), the representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent statements furnished to the Administrative Agent, and (B) no Default or Event of Default exists or would result therefrom, (ii) the Borrower and each new Lender shall have executed and delivered a Lender Joinder Agreement and such other amendments, instruments, documents and agreements as the Administrative Agent may reasonably have requested to implement the increase; (iii) the Borrower shall execute have paid such arrangement fees to the Arranger as the Borrower and deliver such additional or replacement Notes and such other documentation the Arranger may agree; (including evidence of proper authorizationiv) as may be reasonably if requested by the Administrative Agent, any new Lender the Borrower shall deliver to the Administrative Agent and the Lenders an opinion or any Lender which is increasing its Revolving Commitmentopinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Agent and dated such date; and (ivv) no Lender shall have any right to decrease its Revolving Commitment Default or Event of Default exists. Existing Lenders may, as necessary, receive a result prepayment of such increase of the aggregate amount amounts of the Revolving Commitments, (v) Loan outstanding on the Administrative Agent shall have no obligation Increase Effective Date to arrange, find or locate the extent necessary to keep the outstanding Revolving Loan ratable with any Lender or new bank or financial institution to participate in revised Revolving Loan Applicable Percentages arising from any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any non-ratable increase in the Revolving Commitments pursuant to under this provisionSection, which prepayment shall be accomplished by the pro rata funding required of the Lender(s) issuing new or increased Commitments. Except The amount of any increase in any of the Term Loans or new tranche of term loans will be funded on such Increase Effective Date or as may otherwise be agreed by the Borrower and any applicable LenderBorrower, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any and the applicable Lenders providing such increase in Revolving Commitmentsincrease.
Appears in 1 contract
Samples: Credit Agreement (SmartStop Self Storage REIT, Inc.)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitment; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is equal to $1,000,000 or an integral multiple of $1,000,000 500,000 in excess thereof and (ii) the 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 2.102.09, the sum of the Revolving Exposures would exceed the total Revolving Commitments.
(c) The 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At any time prior to the expiration of the Revolving Availability Period, and so long as no Default or Event of Default shall have occurred which is continuing, the Borrower may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount $30,000,000 minus any reductions in the Revolving Commitments pursuant to Section2.07(bSection 2.07(b) hereof, provided that (i) the Borrower shall give at least fifteen (15) Business Days’ prior written notice of such increase to the Administrative Agent and each existing Lender, (ii) each existing Lender shall have the right (but not the obligation) to subscribe to its pro rata share of the proposed increase in the Commitments by giving written notice of such election to the Borrower and the Administrative Agent within ten (10) Business Days after receipt of a notice from the Borrower as above described and only if an existing Lender does not exercise such election may the Borrower elect to add a new Lender, (iii) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), (iiiv) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iiiv) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (ivvi) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (vvii) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (viviii) such option to increase the Revolving Commitments may only be exercised once. The Borrower Borrowers shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitments.
Appears in 1 contract
Samples: Credit Agreement (Lubys Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) The Commitments and the Term Loan Commitments Swing Line Commitment shall terminate at 5:00 p.m., Houston, Texas time, be automatically terminated on the Effective Termination Date whereupon all Revolver Loans and (ii) the Revolving Commitments Swing Line Loans and accrued interest thereon shall terminate on the Revolving Maturity Datebecome due and payable.
(b) The Borrower Upon at least five (5) Business Days’ prior irrevocable written (including facsimile) notice to the Administrative Agent, the Borrowers may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Commitments of any ClassCommitments; provided provided, however, that (i) each partial reduction of the Commitments of any Class shall be in an a minimum principal amount that is an integral multiple of $1,000,000 5,000,000 or in a whole multiple thereof, and (ii) the Borrower shall Commitments may not terminate be reduced or reduce the Revolving Commitments terminated if, after giving effect thereto and to any concurrent prepayment prepayments of the Revolving Loans in accordance with Section 2.10made on the effective date thereof, the sum of the Revolving Exposures Dollar Equivalent Facility Usage at such time would exceed the total Revolving CommitmentsTotal Commitments at such time.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce Each reduction in 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective Commitment Percentages. The Borrowers shall pay to the Administrative Agent for the account of the Lenders on the date of each termination or reduction of the Commitments the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to the date of such Classtermination or reduction.
(di) At The Borrowers may at any time prior and from time to time, subject to the expiration last sentence hereof, request an increase in the Commitments by sending a written notice thereof to the Administrative Agent. Such notice shall specify the total amount of the Revolving Availability Periodincrease requested by the Borrowers (the “Requested Increase”); provided that, and so long as no Event of Default shall have occurred which is continuing, the Borrower may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no Lender the Requested Increase shall be required in an amount equal to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), at least $10,000,000 and (ii) the addition Total Commitments shall not at any time exceed $275,000,000 less the aggregate amount of new Lenders any permanent reductions of the Commitments pursuant to subsection 2.14(b) hereof. Upon receipt of such notice from the Borrowers, the Administrative Agent shall promptly give notice thereof to the Lenders. The fees, if any, for any increase in the Commitments shall be subject determined at the time of any request for any such increase. Each Lender shall respond in writing to the terms Administrative Agent, within fifteen (15) days of receipt of a Requested Increase (or such shorter period as the Administrative Agent and provisions of Section 9.04 hereof as the Borrowers shall agree), stating the maximum amount, if any, by which such new Lenders were acquiring an interest in Lender is willing to increase its Commitment (the Loans by assignment from an existing Lenders (“Offered Amount”); provided, however, that if a Lender fails to respond to the extent applicable, i.e. required approvals, minimum amounts and Requested Increase within the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested time frame specified by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no such Lender’s Offered Amount shall be deemed to be $0. No Lender shall have be obligated to increase its Lender’s Commitment and any right such increase shall be in each Lender’s discretion. If the total of the Offered Amount for all of the Lenders is greater than the Requested Increase, the Requested Increase shall be allocated amongst the offering Lenders as the Borrowers and the Administrative Agent shall agree and, absent any such agreement, pro rata based on each Lender’s then existing Commitment Percentage. Any Lender that increases its Commitment shall execute and deliver to decrease the Administrative Agent a duly completed commitment and acceptance in form and substance acceptable to the Administrative Agent, and the Borrowers shall pay to the Administrative Agent a processing and recordation fee of $3,500. If the total of the Offered Amount for all of the Lenders is equal to or less than the Requested Increase (x) unless the Borrowers and the Administrative Agent shall otherwise agree, each Lender’s Commitment shall increase by its Revolving Offered Amount and (y) the Borrowers may, subject to the consent of the Administrative Agent, offer the difference, if any, between the Requested Increase and the amount of the increase in the Commitments pursuant to clause (x) above to one or more new banks or other financial institutions (each a “Proposed New Lender”). If the Borrowers request that a Proposed New Lender join this Agreement and provide a Commitment hereunder, the Borrowers shall at least seven (7) days prior to the date (or such other period as the Administrative Agent and the Borrowers shall agree) on which such Proposed New Lender proposes to join this Agreement notify the Administrative Agent, the Swing Line Lender and the Issuing Lender of the name of the Proposed New Lender and the amount of its proposed Commitment and deliver a duly completed joinder agreement with respect to such Proposed New Lender in form and substance acceptable to Administrative Agent, the Swing Line Lender and the Issuing Lender (the “New Lender Joinder”), together with a processing and recordation fee of $3,500. Upon the consent of the Administrative Agent, the Swing Line Lender and the Issuing Lender to a Proposed New Lender joining this Agreement (which consents shall not be unreasonably withheld or delayed), such Proposed New Lender shall join this Agreement pursuant to the provisions of subsection 9.6(j), including that its minimum Commitment be at least $5,000,000 or such lesser amount as the Administrative Agent shall agree.
(ii) On the effective date of any increase by a Lender of its Commitment or the joinder of any Proposed New Lender (the “Increase Date”), which date shall be a date acceptable to the Administrative Agent, the Borrowers shall repay all Revolver Loans (together with any amounts due under Section 2.18 as a result of such increase of the aggregate payment) and reborrow a like amount of Revolver Loans from the Revolving CommitmentsLenders, including any Proposed New Lender joining this Agreement, according to their new Commitment Percentages. The Administrative Agent may, to the extent the Administrative Agent considers it practicable, net payments to and borrowings from the same Lender. In addition, on the Increase Date, each Lender that is increasing its Commitment and each Proposed New Lender that is joining this Agreement shall be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, from the Lenders party to this Agreement immediately prior to the Increase Date, an undivided interest and participation in any Letter of Credit then outstanding, ratably, such that each Lender (vincluding each Lender increasing its Commitment and each Proposed New Lender that is joining this Agreement) holds a participation interest in each such Letter of Credit in the amount of its then Commitment Percentage thereof.
(iii) Following any increase in Commitments pursuant to this subsection 2.14(d), the Administrative Agent shall have send to the Lenders and the Borrowers a revised Schedule I setting forth each Lender’s new Commitment. Such schedule shall replace the existing Schedule I if no obligation Lender objects thereto within ten (10) days of its receipt thereof.
(iv) Notwithstanding anything to arrangethe contrary in this subsection 2.14(d), find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such (x) the Borrowers may not request an increase in the aggregate committed amount Commitments if at the time of the Revolving Commitments, such request a Default or Event of Default shall exist and (viy) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any no increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed (including by way of the Borrower and any applicable addition of a Proposed New Lender, ) shall become effective if on the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any date that such increase in Revolving Commitmentswould become effective, a Default or Event of Default shall exist.
Appears in 1 contract
Samples: Credit Agreement (West Pharmaceutical Services Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reducereduce the Commitments, provided that each reduction in the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is at least $5,000,000 and an integral multiple of $1,000,000 5,000,000, and (ii) the Commitments may not be reduced to less than $25,000,000 unless the Commitments are reduced to zero and terminated. The 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, the sum of the Revolving Exposures Total Credit Exposure would exceed the total Revolving Maximum Loan Available Amount. After any reduction in the Commitments, the Borrower’s option to increase the Commitments provided in Section 2.08(d) shall terminate.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) of this Section, at least three (3) 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of in the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments. A reduction in the outstanding principal balance shall not constitute a reduction in the Commitments of such Classwithout the notice required above being delivered to Administrative Agent as set forth above.
(d) At any time prior to the expiration of the Revolving Availability Period, and so long as Provided no Default or Event of Default shall have occurred which is continuingthen be in existence, the Borrower may shall have the right, on one or more occasions, to elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereofTotal Commitments; provided, provided however, that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to the amount of each such increase shall not be less than Ten Million Dollars ($10,000,000) or in writing increments of Ten Million Dollars (but otherwise$10,000,000) in excess thereof, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), and (ii) the addition aggregate amount of new all such increases shall not cause the Total Commitments to exceed One Hundred Fifty Million Dollars ($150,000,000). Such right may be exercised by the Borrower by written notice to the Administrative Agent, which election shall designate the requested increase in the Total Commitments. Upon receipt of any such notice, the Administrative Agent shall consult with the Arranger and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an additional Commitment in connection with such increase in the Total Commitment (which shall be subject in addition to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in fees to be paid to Administrative Agent or Arranger pursuant to the Loans by assignment from an existing Fee Letter). If the Borrower agrees to pay the facility fees so determined, then the Agent promptly shall send a notice to all Lenders (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Commitment and of the facility fees to be paid with respect thereto. At the time of sending such Additional Commitment Request Notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders), and each Lender shall endeavor to respond as promptly as possible within such time period. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment (which decision shall be in its sole discretion) and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. If the requested increase is oversubscribed then the Administrative Agent and the Arranger shall allocate the Commitment increase among the Lenders who agree to provide such Commitments on such basis mutually acceptable to each of the Borrower, Administrative Agent and the Arranger. If the additional Commitments so provided by the Lenders are not sufficient to provide the full amount of the Commitment increase requested by the Borrower, then the Administrative Agent and the Arranger shall use best efforts to, and Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be reasonably acceptable to Administrative Agent, the Arranger and the Borrower) to become a Lender and provide an additional Commitment upon execution and delivery by the Borrower and such Lender of an instrument in form and substance reasonably satisfactory to the Administrative Agent to effect such increase. If the Total Commitment is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of each Lender’s increased Commitments. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase, the revised Applicable Percentages, and the Increase Effective Date. In no event shall any Lender be obligated to provide an additional Commitment.
(e) As a condition precedent to such increase, the Borrower shall (x) deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date signed by a Financial Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article 3 and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent applicablethat such representations and warranties specifically refer to an earlier date, i.e. required approvalsin which case they are true and correct in all material respects as of such earlier date, minimum amounts and except that for purposes of this Section 2.08(d), the representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent statements furnished to the Administrative Agent, and (B) no Default or Event of Default exists, (y) pay (A) to the Arranger those fees described in and contemplated by the Fee Letter with respect to the applicable increase in the Total Commitment, and (B) to the Administrative Agent such facility fees as the Lenders who are providing an additional Commitment may require to increase the aggregate Commitment, and (z) execute and deliver to Administrative Agent and the like)Lenders such additional documents, (iii) instruments, certifications and opinions as the Administrative Agent may reasonably require, including, without limitation, a Compliance Certificate, demonstrating compliance with all covenants set forth in the Loan Documents after giving effect to the increase, and the Borrower shall execute pay the cost of any updated UCC searches and deliver such additional any and all intangible taxes or replacement Notes other taxes, assessments or charges or any similar fees, taxes or reasonable and such other documentation (including evidence of proper authorization) as may be documented out-of-pocket expenses which are reasonably requested by the Administrative AgentAgent in connection with such increase. Upon any Increase Effective Date, the Agent may unilaterally revise Schedule 1.01 and the Borrower shall, if requested by any new Lender or any Lender which is increasing its Revolving Commitmentsuch Lender, (iv) no Lender shall have any right execute and deliver to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation to arrange, find new Notes for each Lender whose Commitment has changed or locate any Lender or who has provided a new bank or financial institution to participate in any unsubscribed portion Commitment so that the principal amount of such Lender’s Note(s) shall equal its aggregate Commitment.
(f) Existing Lenders may, as necessary, receive a prepayment of amounts of the Loan outstanding on the Increase Effective Date to the extent necessary to keep the outstanding Loan ratable with any revised Applicable Percentages arising from any non-ratable increase in the aggregate committed amount Commitments under this Section, which prepayment shall be accomplished by the pro rata funding required of the Revolving Commitments, and (viLender(s) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (issuing new or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving increased Commitments.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower Company may at any time terminate, or from time to time reduce, the Commitments of any Class; Commitments, provided that (i) each reduction the Company shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.7, the aggregate outstanding principal amount of all Lenders' Loans would exceed the total Commitments of any Class and (iii) each such reduction shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000.
(c) Upon the occurrence of a Change in Control, the Commitments shall automatically terminate and the outstanding principal amount of, and the accrued interest on, the Loans and all other amounts payable by the Borrowers hereunder and under the Notes (including any amounts payable under Section 3.6) shall forthwith be due and payable.
(d) Provided that at the time of and immediately after giving effect thereto, no Default shall exist and be continuing, the Company may at any time and from time to time, at its sole cost, expense and effort, request any one or more of the Lenders to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent to provide a new Commitment, by submitting to the Administrative Agent an Increase Supplement duly executed by each Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent, it shall execute such Increase Supplement and deliver a copy thereof to the Company and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent, (i) in the case of each such Lender, its Commitment shall be increased to the amount set forth in such Increase Supplement and (ii) in the Borrower case of each such other Person, such other Person shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided, however, that:
(A) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not terminate exceed $500,000,000;
(B) each such increase shall be in an amount not less than $50,000,000 or reduce the Revolving Commitments if, such amount plus an integral multiple of $10,000,000;
(C) if Loans would be outstanding immediately after giving effect to any concurrent prepayment such increase, then simultaneously with such increase (1) each such increasing Lender, each such other Person and each other Lender having a Commitment shall be deemed to have entered into a master assignment and acceptance agreement, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such increasing Lender and each such other Person a portion of its Loans necessary to reflect proportionately the Revolving Loans Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such increasing Lender and each such other Person shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 2.103.6; and
(D) each such other Person shall have delivered to the Administrative Agent and the Company all forms, the sum of the Revolving Exposures would exceed the total Revolving Commitmentsif any, that are required to be delivered by such other Person pursuant to Section 3.7(c).
(ce) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, 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 Borrower Company pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 Each reduction, and any termination, of the Commitments shall be permanent and each reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.
(d) At any time prior to the expiration of the Revolving Availability Period, and so long as no Event of Default shall have occurred which is continuing, the Borrower may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), (ii) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitments.
Appears in 1 contract
Samples: Credit Agreement (Allstate Corp)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (iii) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, immediately upon the funding of the Term Loans on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower Borrowers may at any time terminateterminate the Revolving Commitments upon (i) the payment in full in cash of all outstanding Revolving Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Issuing Bank with a cash deposit (or at the discretion of the Issuing Bank a back-up standby letter of credit satisfactory to the Issuing Bank) equal to 103% of the LC Exposure as of such date), (iii) the payment in full in cash of the accrued and unpaid fees and (iv) the payment in full in cash of all reimbursable expenses and all other Obligations in cash together with accrued and unpaid interest thereon. The Borrowers may from time to time reduce, reduce the Revolving Commitments of any Class; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of the Equivalent Amount of $1,000,000 and not less than the Equivalent Amount of $5,000,000 and (ii) the Borrower Borrowers shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, (x) any Lender’s EUR Revolving Credit Exposure would exceed such Lender’s EUR Revolving Commitment, (y) any Lender’s U.S. Revolving Credit Exposure (plus the aggregate amount of such Lender’s EUR Revolving Credit Exposure) would exceed such Lender’s U.S. Revolving Commitment or (z) the sum of the total Revolving Credit Exposures would exceed the total Revolving Commitments.
(c) The Borrower Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section, Section at least three (3) 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 Revolving Lenders of the contents thereof. Each notice delivered by the Borrower Borrowers pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower 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 of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.
(d) At The Borrowers shall have the right (exercisable at any time prior and from time to the expiration of the Revolving Availability Period, and so long as no Event of Default shall have occurred which is continuing, the Borrower may elect time) to increase the Commitments by obtaining additional Commitments in U.S. Dollars or Euros, by up to an aggregate amount equal to the Equivalent Amount of $400,000,000, in the form of a Revolving Loan, a Term Loan or a new term loan, either from one or more of the Revolving Lenders or another lending institution acceptable to Administrative Agent; provided that the aggregate amount of the proceeds of any Term Loan Refinancing shall be excluded for purposes of calculating the aggregate amount of additional Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments issued pursuant to Section2.07(b) hereofthis Section 2.09(d); provided, provided further, that (i) no Lender any such request for an increase shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything a minimum amount equal to the contrary set forth in Section 9.02 hereof)Equivalent Amount of $25,000,000, (ii) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if any such new Lenders were acquiring an interest in Lender assumes all of the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts rights and the like)obligations of a “Lender” hereunder, (iii) the Borrower shall execute procedures described in Section 2.09(d), 2.09(e) and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization2.09(f) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitmenthave been satisfied, (iv) no Lender shall have any right be required or obligated to decrease increase its Revolving Commitment as commitment and (v) in the case of Loans to be made under a result new term loan facility (a “Term Loan Facility”), (A) this Agreement shall be amended, in form and substance acceptable to the Administrative Agent, to reflect the addition of such Term Loan Facility, (B) all Loans made under such Term Loan Facility shall have a weighted average life to maturity not shorter than the remaining weighted average life to maturity of then-existing Term Loans, (C) the interest margin for Loans made under such Term Loan Facility may be priced differently than the Revolving Loans, the Term Loans, and/or any other loans made under the Term Loan Facility, (D) the Loans made under such Term Loan Facility shall rank equally in right of payment with all other remaining Loans, including, without limitation, pursuant to Section 2.18 of this Agreement (unless otherwise agreed by the Lenders making Loans under the Term Loan Facility), and (E) any other terms and provisions applicable to such Term Loan Facility (including, without limitation, the terms and provisions relating to repayments and prepayments with respect to Loans made under such Term Loan Facility) shall be substantially the same as (and in any event not more favorable than) the Revolving Loans, the Term Loans and any other term loans issued hereunder prior to such date and shall otherwise be in form and substance satisfactory to the Administrative Agent, the Borrowers, and the Lenders participating in such Term Loan Facility; provided that, the terms and conditions applicable to any such Term Loan Facility maturing after the Term Loan Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Term Loan Maturity Date.
(e) Any amendment hereto for such an increase or addition pursuant to Sections 2.09(d), 2.09(e) and 2.09(f) shall be in form and substance satisfactory to the Administrative Agent (and the Lender(s) being added or increasing their Commitment) and shall only require the written signatures of the aggregate amount Administrative Agent, the Borrowers and the Lender(s) being added or increasing their Commitment. As a condition precedent to each such increase, Borrowers shall deliver to the Administrative Agent such legal opinions and other documents reasonably requested by Administrative Agent, including, without limitation, a certificate (in sufficient copies for each Lender) signed by an authorized officer of Borrowers (i) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such increase and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article III and the other Loan Documents are true and correct, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, (B) no Default or Event of Default has occurred and is continuing and each of the other conditions set forth in Section 4.02 have been satisfied and (C) Borrowers are in compliance on a pro forma basis (assuming such increase was made on the last day of the applicable period) with the covenants set forth in Section 6.11, recomputed for the most recent quarter for which financial statements have been delivered pursuant to calculations and detail acceptable to Administrative Agent.
(f) Within a reasonable time after the effective date of any increase, the Administrative Agent shall, and is hereby authorized and directed to, revise the Commitment Schedule to reflect such increase and shall distribute such revised Commitment Schedule to each of the Lenders and the Borrowers, whereupon such revised Commitment Schedule shall replace the old Commitment Schedule and become part of this Agreement. On the Business Day following any such increase of the Revolving Commitments, all outstanding Revolving Loans and other outstanding advances shall be reallocated among the Revolving Lenders (vincluding any newly added Lenders) in accordance with the Revolving Lenders’ respective revised Applicable Percentages. Eurodollar Borrowings shall not be reallocated among the Revolving Lenders prior to the expiration of the applicable Interest Period in effect at the time of any such increase.
(g) Parent may, upon not less than twenty (20) Business Days’ notice from Parent to the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except such shorter period as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent in its sole discretion), terminate the status of any Borrower (other than Parent) as a Borrower, if and only if (i) there are no outstanding Loans or LC Exposure outstanding with respect to such Borrower or other amounts payable by such Borrower on account of any Loans made to it or Letters of Credit issued for its account as of the effective date of such termination (unless such Loans and other Obligations have been assumed by another Borrower and certified as such to the Administrative Agent) and (ii) such Borrower shall become a Loan Guarantor if it is required to do so pursuant to Section 5.09(a) prior to or contemporaneously with the effective date of such termination. The Administrative Agent shall promptly notify the Lenders of any such increase in Revolving Commitmentstermination of such Borrower’s status as a borrower.
Appears in 1 contract
Samples: Credit Agreement (Schweitzer Mauduit International Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving all Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower Borrowers may at any time terminateterminate the Commitments upon (i) the payment in full in cash of all outstanding Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Issuing Bank with a cash deposit (or at the discretion of the Issuing Bank a back up standby letter of credit satisfactory to the Issuing Bank) equal to 103% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees and (iv) the payment in full of all reimbursable expenses and all other Obligations in cash together with accrued and unpaid interest thereon. The Borrowers may from time to time reduce, reduce the Commitments of any Class; provided that (iA) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of the Equivalent Amount of $1,000,000 and not less than the Equivalent Amount of $5,000,000, and (iiB) the Borrower Borrowers shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans of such Class in accordance with Section 2.102.11, the sum of the Revolving Credit Exposures for such Class would exceed the total Revolving CommitmentsCommitments of such Class.
(c) The Borrower Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph clause (b) of this Section, 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 Borrower Borrowers pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At The Borrowers shall have the right (exercisable at any time and from time to time) to increase the Commitments by obtaining additional Commitments in U.S. Dollars, Euros or Philippine Pesos, by up to an aggregate amount equal to the Equivalent Amount of $100,000,000 (resulting in a maximum aggregate Commitment of the Equivalent Amount of $325,000,000), either from one or more of the Lenders or another lending institution acceptable to Administrative Agent; provided that (i) any such request for an increase shall be in a minimum amount equal to the Equivalent Amount of $25,000,000, (ii) the Administrative Agent shall have consented to such increase in Commitments, (iii) any such new Lender assumes all of the rights and obligations of a “Lender” hereunder, and (iv) the procedures described in Section 2.09(f) have been satisfied.
(e) Any amendment hereto for such an increase or addition shall be in form and substance satisfactory to the Administrative Agent and shall only require the written signatures of the Administrative Agent, the Borrowers and the Lender(s) being added or increasing their Commitment, subject only to the approval of all Lenders if any such increase would cause the Commitment to exceed an amount equal to the Equivalent Amount of $325,000,000. As a condition precedent to each such increase, Borrowers shall deliver to the Administrative Agent a certificate (in sufficient copies for each Lender) signed by an authorized officer of Borrowers (i) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such increase and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article III and the other Loan Documents are true and correct, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, (B) no Default or Event of Default has occurred and is continuing and (C) Parent is in compliance on a pro forma basis (assuming such increase was made on the last day of the applicable period) with the covenants set forth in Section 6.10, recomputed for the most recent quarter for which financial statements have been delivered pursuant to calculations and detail acceptable to Administrative Agent.
(f) Within a reasonable time after the effective date of any increase, the Administrative Agent shall, and is hereby authorized and directed to, revise the Commitment Schedule to reflect such increase and shall distribute such revised Commitment Schedule to each of the Lenders and the Borrowers, whereupon such revised Commitment Schedule shall replace the old Commitment Schedule and become part of this Agreement. On the Business Day following any such increase, all outstanding Loans and other outstanding advances shall be reallocated among the Lenders (including any newly added Lenders) in accordance with the Lenders’ respective revised Applicable Percentages. Eurodollar Borrowings shall not be reallocated among the Lenders prior to the expiration of the Revolving Availability Period, and so long as no Event applicable Interest Period in effect at the time of Default shall have occurred which is continuing, the Borrower may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), (ii) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsincrease.
Appears in 1 contract
Samples: Credit Agreement (Schweitzer Mauduit International Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; Commitments, provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iiiii) any reduction of the Borrower Commitments to an amount below the LC Commitment shall not terminate or be automatically reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the total Revolving CommitmentsLC Commitment on a dollar for dollar basis.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, 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 Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or Each reduction, and any termination, of the Commitments shall be permanent and each reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At The Borrower may at any time and from time to time prior to the expiration Maturity Date, at its sole cost, expense and effort, request any one or more of the Revolving Availability Period, and so long as no Event of Default shall have occurred which is continuing, Lenders to increase its Commitment (the Borrower may elect decision to increase the aggregate Commitment of a Lender to be within the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus sole and absolute discretion of such Lender), or any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything other Person reasonably satisfactory to the contrary set forth in Section 9.02 hereof)Administrative Agent and the Issuing Bank to provide a new Commitment, (ii) the addition of new Lenders shall be subject by submitting to the terms Administrative Agent and provisions of Section 9.04 hereof the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as if the case may be. If such new Lenders were acquiring an interest Increase Supplement is in the Loans by assignment from an existing Lenders (all respects reasonably satisfactory to the extent applicable, i.e. required approvals, minimum amounts Administrative Agent and the like)Issuing Bank, (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to arrange, find or locate any the Borrower and each such Lender or new bank or financial institution other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to participate the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases (other than any increase in any unsubscribed portion of such increase Lender’s Commitment in order to replace another Lender pursuant to Section 3.8(b)) in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments made pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitments.Cleco Corporation Credit Agreement
Appears in 1 contract
Samples: Credit Agreement (Cleco Corp)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 or in the amount of the total Commitments then outstanding and (ii) the 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, the sum of the Total Revolving Exposures Exposure would exceed the total Revolving Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this SectionSection 2.07(b), at least three (3) 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At any time prior to the expiration of the Revolving Availability Period, and so long as no Default or Event of Default shall have occurred which is continuing, the Borrower may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount $75,000,000 minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereofSection 2.07(b), provided that (i) the Borrower shall give at least fifteen (15) Business Days’ prior written notice of such increase to the Administrative Agent and each existing Lender, (ii) each existing Lender shall have the right (but not the obligation) to subscribe to its pro rata share of the proposed increase in the Commitments by giving written notice of such election to the Borrower and the Administrative Agent within ten (10) Business Days after receipt of a notice from the Borrower as above described and only if an existing Lender does not exercise such election may the Borrower elect to add a new Lender, (iii) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof)writing, (iiiv) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders Lender (to the extent applicable, i.e. i.e., required approvals, minimum amounts and the like), (iiiv) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (ivvi) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (vvii) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (viviii) such option to increase the Revolving Commitments may only be exercised oncetwice and (ix) the consent of each Lender increasing its Commitment shall be required for any increase of such Lender’s Commitment (such consent to be given or denied in such increasing Lender’s sole discretion and subject to such terms as such increasing Lender may then require). The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitments.
Appears in 1 contract
Samples: Credit Agreement (Solaris Oilfield Infrastructure, Inc.)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower Company may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the Borrower Company shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments.
(c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, 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 such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At any time prior On up to the expiration of the Revolving Availability Period, and so long as no Event of Default shall have occurred which is continuingtwo occasions, the Borrower may elect Company may, from time to time, at its option, seek to increase the aggregate of the Revolving total Commitments by up to an aggregate amount not exceeding of $75,000,000 (resulting in maximum total Commitments of $270,000,000) upon at least three (3) Business Days’ prior written notice to the Maximum Accordion Amount minus Administrative Agent, which notice shall specify the amount of any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no Lender such increase and shall be required to delivered at a time when no Default has occurred and is continuing. After delivery of such notice, the Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Company accepts such incremental 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 required, notwithstanding anything to made in exchange for the contrary set forth in principal amount assigned plus accrued and unpaid interest and commitment and letter of credit fees. The Company shall make any payments under Section 9.02 hereof), (ii) 2.16 resulting from such assignments. Any such increase of the addition of new Lenders total Commitments shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested receipt by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result Agent from the Company of such increase of the aggregate amount of the Revolving Commitmentssupplemental opinions, (v) resolutions, certificates and other documents as the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsreasonably request.
Appears in 1 contract
Samples: Credit Agreement (Molex Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Class A Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Class A Maturity Date and (ii) the Revolving Class B Commitments shall terminate on the Revolving Class B Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any either Class; provided that (i) each reduction of the Commitments of any a Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $25,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments of a Class if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.10 and, if applicable, reimbursement of LC Disbursements in accordance with Section 2.05(c), (A) the sum of the Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the total Commitments or (B) the sum of the Revolving Credit Exposures of such Class (plus, in the case of any determination relating to the Class A Commitments, the aggregate principal amount of outstanding Class A Competitive Loans) would exceed the total Commitments of such Class.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of either Class under paragraph (b) of this Section, 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 applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of either Class delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any either Class shall be permanent. Each reduction of the Commitments of any either Class (other than a termination of the Commitment of a Defaulting Lender of either Class pursuant to Section 2.18(c)) shall be made ratably among the Lenders of such Class in accordance with their respective Commitments of such Class.
(d) At any time prior to the expiration of the Revolving Availability during a Release Period, and so long as no Event of Default shall have occurred which is continuing, the Borrower may, by written notice to the Administrative Agent, executed by the Borrower and one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Lender”), which may elect to increase the aggregate include any Lender, cause Class A Commitments of the Revolving Commitments Increasing Lenders to become effective (or, in the case of an Increasing Lender that is an existing Class A Lender, cause its Class A Commitment to be increased, as the case may be) in an amount not exceeding the Maximum Accordion Amount minus any reductions for each Increasing Lender set forth in the Revolving Commitments pursuant to Section2.07(b) hereof, such notice; provided that (i) no Lender the aggregate amount of all Commitments hereunder, after giving effect to new Class A Commitments and increases in existing Class A Commitments pursuant to this paragraph, shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof)not exceed $1,250,000,000, (ii) the addition of new Lenders each Increasing Lender, if not already a Lender hereunder, shall be subject to the terms approval of the Administrative Agent (which approval shall not be unreasonably withheld) and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower each Increasing Lender, if not already a Lender hereunder, shall execute become a party to this Agreement by completing and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by delivering to the Administrative AgentAgent a duly executed accession agreement in a form satisfactory to the Administrative Agent and the Borrower. New Class A Commitments and increases in Class A Commitments pursuant to this Section shall become effective on the date specified in the applicable notices delivered pursuant to this Section. Following any extension of a new Class A Commitment or increase of a Class A Lender’s Class A Commitment pursuant to this paragraph, any new Lender or any Lender which is increasing its Class A Revolving Commitment, (iv) no Lender shall have any right Loans outstanding prior to decrease its Revolving Commitment as a result the effectiveness of such increase or extension shall continue outstanding until the ends of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitmentsrespective Interest Periods applicable thereto, and (vi) such option shall then be repaid or refinanced with new Class A Revolving Loans made pursuant to increase the Revolving Commitments may only be exercised onceSection 2.01. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following Following any increase in the Revolving Class A Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lenderparagraph, the Borrower shall not will use its reasonable best efforts to ensure that, to the extent there are outstanding Class A Revolving Loans, each Class A Lender’s outstanding Class A Revolving Loans will be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or in accordance with such Class A Lender’s pro rata portion of the Administrative Agent with respect to any such increase in Revolving Class A Commitments.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Limited Brands Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Agent or Borrower in accordance with this Agreement, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall will terminate on the Revolving Maturity last day of the Termination Date.
(b) The Borrower may at any time terminate, or from time to time reduce, reduce the Commitments of any Class; provided that (i) each reduction unused amount of the Commitments (which shall be deemed to include the aggregate amount of any Class Letter of Credit Liabilities, without duplication), provided that each reduction in the Commitments shall be in an amount that is an integral multiple of at least $1,000,000 5,000,000.00 and (ii) the integrals thereof. The 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 2.102.08, the sum of the Revolving Exposures Principal Obligation would exceed the total Revolving Borrowing Base Availability. Upon any reduction in the Commitments, the Borrower’s option to increase the Commitments provided in Section 2.06(d) shall terminate.
(c) The Lead Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.06(b) of this Section, at least three (3) 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 Lead Borrower pursuant to this Section 2.06(c) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of in the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At So long as the Borrower is not then in Default, and the Borrower has not previously decreased the Commitments under Section 2.06(b), the Borrower may, at any time prior to request that the expiration of the Revolving Availability PeriodCommitments be increased, and so long as no Event (a) each increase is in a minimum amount of Default shall have occurred which is continuing$5,000,000.00 and an integral multiple of $5,000,000.00 (or such smaller amounts as the Agent may approve), (b) the aggregate Commitments do not exceed $60,000,000.00 (the “Maximum Commitment”), and (c) the aggregate amount of all such increases do not exceed $30,000,000.00. If the Borrower requests that the total Commitments be increased pursuant to this Section 2.06(c), the Borrower may elect Agent shall use its best efforts to increase the aggregate of the Revolving Commitments obtain increased or additional commitments up to an amount not exceeding the Maximum Accordion Amount minus any reductions in Commitment, and to do so the Revolving Commitments pursuant Agent may obtain additional lenders of its choice (and approved by Borrower, such approval not to Section2.07(b) hereofbe unreasonably withheld or delayed, provided that (i) no Lender shall be required to increase its Revolving Commitment unless it Borrower shall have expressly agreed the right, in its sole discretion, to such increase in writing (but otherwise, no notice to reject any proposed lenders that are Competitors or consent by tenants of any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereofReal Property), (ii) and without the necessity of approval from any of the Lenders. The Borrower and each other Credit Party shall execute an amendment to this Agreement, additional Notes and other documents as the Agent may reasonably require to evidence the increase of the Commitments, the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof projects as Mortgaged Properties, if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like)admission of additional Persons as Lenders, (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such if necessary. No increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to Commitments shall increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving CommitmentsLetter of Credit Sublimit.
Appears in 1 contract
Samples: Revolving Credit Agreement (Strategic Realty Trust, Inc.)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminateonly reduce the Commitments, or without the prior written consent of the Administrative Agent and all of the Lenders, in the following circumstances: the Borrower may from time to time reducereduce the Commitments, provided that each reduction in the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is at least $25,000,000 and an integral multiple of $1,000,000 5,000,000, and (ii) the Commitments may not be reduced to less than $50,000,000 unless the Commitments are reduced to zero and terminated. The 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, the sum of the Revolving total Credit Exposures would exceed the total Revolving Total Commitment. After any reduction in the Commitments, the Borrower’s option to increase the Commitments provided in Section 2.08(d) shall terminate.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) of this Section, at least three (3) 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of in the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments. A reduction in the outstanding principal balance shall not constitute a reduction in the Commitments of such Classwithout the notice required above being delivered to Administrative Agent as set forth above.
(d) At any time prior to the expiration of the Revolving Availability Period, and so long as Provided no Default or Event of Default shall have occurred which is continuingthen be in existence, the Borrower may shall have the right, on one or more occasions, to elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereofTotal Commitment; provided, provided however, that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to the amount of each such increase shall not be less than Ten Million Dollars ($10,000,000) or in writing increments of Ten Million Dollars (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth $10,000,000) in Section 9.02 hereof)excess thereof, (ii) the aggregate amount of all such increases shall not cause the Total Commitment to exceed Five Hundred Million Dollars ($500,000,000), and (iii) any such requests for an increase in the Total Commitment must be received at least fifteen (15) Business Days prior to the end of the Initial Term. Any such increase in the Total Commitment shall be exercised by the Lead Borrower by written notice to the Administrative Agent, which election shall designate the requested increase in the Total Commitment; provided further, however, at Lead Borrower’s option, Lead Borrower may request that any such requested increase in the amount of the Total Commitments be effected through the addition of new Lenders one or more term loan commitments (and, in such event, all references in this Section 2.08 to any increase in the Commitments (or any Revolving Commitment), as and to the extent applicable at any time, shall be deemed and construed to mean and refer to any such term loan commitment in the amount of such increase, mutatis mutandis), subject further, however, (1) to the continued applicability of the terms and provisions of this Section 9.04 hereof 2.08 and (2) in addition to the items specified below, the prior execution and delivery by the Credit Parties of such other and further agreements, instruments, and documents which Administrative Agent may then require in its sole but reasonable determination to effect any such term loan commitment in the amount of such increase. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders), and each Lender shall endeavor to respond as promptly as possible within such time period. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment (which decision shall be in its sole discretion) and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld, conditioned or delayed), to the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Lead Borrower, the Arranger, in consultation with the Lead Borrower, will use its reasonable efforts to arrange for other financial institutions to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Commitment requested by the Lead Borrower and not accepted by the existing Lenders, and the Borrower may also invite additional lenders approved by the Administrative Agent (provided that no approval of the Administrative Agent shall be required if such new lender is an Affiliate of a Lender or an Approved Fund) to become Lenders, in each case, pursuant to a joinder agreement (each a “Lender Joinder Agreement”) in form and substance reasonably satisfactory to the Administrative Agent and its counsel. If the Total Commitment is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of each Lender’s increased Commitments. The Administrative Agent shall promptly notify the Borrower and the Lenders were acquiring of the final allocation of such increase (with such increase being pro rata among existing Lenders choosing to increase their Commitments) and the Increase Effective Date and Schedule 2.01 shall be deemed modified, without further action, to reflect the revised Commitments and Applicable Percentages of the Lenders. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date signed by an interest Authorized Officer of the Lead Borrower (x) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (y) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article 6 and the other Loan Documents are true and correct in all material respects (except that in the Loans case of any representation and warranty qualified by assignment from an existing Lenders (materiality, they shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent applicablethat such representations and warranties specifically refer to an earlier date, i.e. required approvalsin which case they are true and correct in all material respects as of such earlier date, minimum amounts and the likeexcept that for purposes of this Section 2.08(d), the representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent statements furnished to the Administrative Agent, and (B) no Default or Event of Default exists or would result therefrom, (ii) the Borrower and each new Lender shall have executed and delivered a Lender Joinder Agreement and such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; (iii) the Borrower shall execute have paid such arrangement fees to the Arranger as the Lead Borrower and deliver such additional or replacement Notes and such other documentation the Arranger may agree; (including evidence of proper authorizationiv) as may be reasonably if requested by the Administrative Agent, any new Lender the Borrower shall deliver to the Administrative Agent and the Lenders an opinion or any Lender which is increasing its Revolving Commitmentopinions, (iv) no Lender shall have any right in form and substance reasonably satisfactory to decrease its Revolving Commitment as a result of the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Agent and dated such increase of the aggregate amount of the Revolving Commitments, date; and (v) no Default or Event of Default exists. Existing Lenders may, as necessary, receive a prepayment of amounts of the Administrative Agent shall have no obligation Loans outstanding on the Increase Effective Date to arrange, find or locate the extent necessary to keep the outstanding Loans ratable with any Lender or new bank or financial institution to participate in revised Applicable Percentages arising from any unsubscribed portion of such non-ratable increase in the aggregate committed amount Commitments under this Section, which prepayment shall be accomplished by the pro rata funding required of the Revolving Commitments, and (viLender(s) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (issuing new or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving increased Commitments.
Appears in 1 contract
Samples: Credit Agreement (Strategic Storage Trust II, Inc.)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate termi¬nate on the Revolving Maturity Date.
(b) The Borrower Parent may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that Commitments, but (i) each reduction of the Revolving Commitments of any Class shall be in an amount of at least $5,000,000 and that is an integral multiple of $1,000,000 and (ii) the Borrower Parent shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.09, the sum of the Revolving Exposures would exceed the total Revolving Commitments.
(c) The Borrower Parent 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 before 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 Borrower Parent pursuant to this Section shall be irrevocable; provided that but a notice of termination of the Revolving Commitments delivered by the Borrower Parent may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Parent (by notice to the Administrative Agent on or prior to before the specified effective date) if such condition is not satisfied. Any termination or of the Revolving Commitments shall be permanent; any reduction of the Revolving Commitments of any Class shall be permanent, subject to increases pursuant to Section 2.07(d). Each reduction of the Revolving Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.
(d) At any time prior to the expiration of the Revolving Availability Period, and so long as If no Default or Event of Default shall have occurred which is and be continuing, the Borrower may elect Parent shall have the right, without the consent of the Lenders, to increase effectuate from time to time before the aggregate termination of the Revolving Commitments an increase in the total of the Revolving Commitments by adding to an this Agreement one or more commercial banks or other financial institutions approved by each of the Parent, the Administrative Agent, the Issuing Bank and the Swingline Lender (who shall, upon completion of the requirements stated in this paragraph, constitute Lenders hereunder), or by allowing one or more Lenders to increase its Revolving Commitment hereunder, so that such added and increased Revolving Commitments shall equal the increase in the total of the Revolving Commitments effectuated pursuant to this paragraph; but (1) anything to the contrary in this Agreement notwithstanding, in no event shall the aggregate amount not exceeding of the Maximum Accordion Amount minus Revolving Commitments outstanding at any reductions time exceed $300,000,000, (2) no Lender’s Revolving Commitment shall be increased without the consent of such Lender, (3) on the effective date of any such increase in the total of the Revolving Commitments, there are no outstanding Eurocurrency Loans (that is, any outstanding Eurocurrency Loans must be prepaid as of such effective date) and (4) any new Lender’s Revolving Commitment shall be at least $5,000,000. Each party hereto hereby consents to the amendment of this Agreement to reflect any such increase and such additional or changed Revolving Commitments. The Parent shall give the Administrative Agent, the Issuing Bank and the Swingline Lender three Business Days’ notice of the Parent’s intention to increase the total of the Revolving Commitments pursuant to Section2.07(b) hereofthis paragraph. Such notice shall specify each new commercial bank or other financial institution, provided if any, the changes in amounts of Revolving Commitments that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwisewill result, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), (ii) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) information as may be is reasonably requested by the Administrative Agent. Each new commercial bank or other financial institution, any new and each Lender or any Lender which is increasing agreeing to increase its Revolving Commitment, shall execute and deliver to the Administrative Agent and the Borrowers a document reasonably satisfactory to the Administrative Agent and the Parent pursuant to which it becomes a party hereto or increases such Revolving Commitment, as the case may be, which document, in the case of a new commercial bank or other financial institution, shall (ivamong other matters) no Lender shall have any right to decrease its Revolving Commitment as a result specify the domestic lending office and Eurocurrency lending offices of such increase of new commercial bank or other financial institution, and shall deliver to the aggregate Administrative Agent an Administrative Questionnaire. In addition, the Borrowers shall execute and deliver a Note in the principal amount of the Revolving CommitmentsCommitment of each new commercial bank or other financial institution, (v) or, against delivery to it of such Lender’s existing Note, a replacement Note in the principal amount of the increased Revolving Commitment of each Lender agreeing to increase its Commitment, as the case may be. Such Notes and other documents of the nature referred to in this paragraph shall be furnished to the Administrative Agent shall have no obligation to arrangein form and substance as may be reasonably required by it. Upon the execution and delivery of such documents, find or locate any Lender or such new commercial bank or financial institution to participate in any unsubscribed portion of shall constitute a “Lender” under this Agreement with a Revolving Commitment as specified therein, or such Lender’s Revolving Commitment shall increase in as specified therein, as the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments case may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsbe.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Loan Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Loan Commitments; provided that (i) each reduction of the Revolving Loan Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 100,000 and (ii) the 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, the sum of the Revolving Exposures would exceed the total Revolving Commitmentsless than $5,000,000.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Loan Commitments under paragraph (b) of this Section, 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 applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Loan Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 Revolving Loan Commitments of any Class shall be permanent. Each reduction of the Revolving Loan Commitments of any Class shall be made ratably among the Lenders with Revolving Loan Commitments in accordance with their respective Commitments of such ClassRevolving Loan Commitments.
(d) At The Borrower may at any time prior time, by written notice to the expiration Administrative Agent, and with the consent of the Required Lenders, request that the Administrative Agent increase the total Revolving Availability PeriodLoan Commitments (a “Revolver Increase”) by (i) adding one or more new lenders to the revolving credit facility under this Agreement (each a “New Lender”) who wish to participate in such Revolver Increase and/or (ii) increasing the Revolving Loan Commitments of one or more Lenders party to this Agreement who wish to participate in such Revolver Increase; provided, and so long as however, that (w) no Default or Event of Default shall have occurred which is continuingand be continuing as of the date of such request or as of the effective date of such Revolver Increase (the “Increase Date”) or shall occur as a result thereof, (x) any New Lender that becomes party to this Agreement pursuant to this Section 2.08(d) shall satisfy the requirements of Section 9.04(b) hereof and shall be acceptable to the Administrative Agent and consented to by the Borrower may elect and (y) the other conditions set forth in this Section 2.08(e) below are satisfied. The Administrative Agent shall use commercially reasonable efforts to increase arrange for the syndication of any Revolver Increase. The Administrative Agent shall promptly inform the Lenders of any such request made by the Borrower. The aggregate amount of the Revolving Commitments to Revolver Increases shall not exceed $75,000,000 and no single such Revolver Increase shall be for an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(bless than $1,000,000.
(e) hereofOn each Increase Date, provided that (i) no each New Lender shall be required that has chosen to increase its Revolving Commitment unless it shall have expressly agreed to participate in such increase in writing (but otherwiseRevolver Increase shall, no notice to or consent by any Lender shall be required, notwithstanding anything subject to the contrary conditions set forth in Section 9.02 2.08(d) hereof), become a Lender party to this Agreement as of such Increase Date and shall have a Revolving Loan Commitment in an amount equal to its share of the Revolver Increase and (ii) each Lender that has chosen to increase its Commitment pursuant to Section 2.08(d) will have its Revolving Loan Commitment increased by the addition amount of new Lenders its share of the Revolver Increase as of such Increase Date; provided, however, that the Administrative Agent shall be subject have (y) received from the Borrower all out-of-pocket costs and expenses incurred by the Administrative Agent or any Lender in connection with such Revolver Increase and (z) received on or before such Increase Date the following, each dated such date:
(i) certified copies of resolutions of the governing body of the Borrower approving the Revolver Increase and the corresponding modifications, if any, to the terms and provisions Financing Documents required under subclause (vi) below, together with a certificate of Section 9.04 hereof as the Borrower certifying that there have been no changes to the constitutive documents of the Borrower since the Effective Date, or if there have been changes, copies certified by the Borrower of all such new Lenders were acquiring changes;
(ii) an interest assumption agreement from each New Lender participating in the Loans by assignment from an existing Lenders (Revolver Increase, if any, in form and substance satisfactory to the extent applicableAdministrative Agent (each, i.e. required approvalsan “Assumption Agreement”), minimum amounts duly executed by such New Lender, the Administrative Agent and the like), Borrower;
(iii) confirmation from each Lender participating in the Borrower shall execute Revolver Increase of the increase in the amount of its Revolving Loan Commitment, in form and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by substance satisfactory to the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, ;
(iv) a certificate of the Borrower certifying that no Lender Default or Event of Default shall have any right to decrease its Revolving Commitment occurred and be continuing or shall occur as a result of such increase of the aggregate amount of the Revolving Commitments, Revolver Increase;
(v) a certificate of the Borrower certifying that the representations and warranties made by the Borrower herein and in the other Financing Documents are true and complete in all material respects with the same force and effect as if made on and as of such date (or, to the extent any such representation or warranty specifically relates to an earlier date, such representation or warranty is true and complete in all material respects as of such earlier date);
(vi) supplements or modifications to the Financing Documents and such additional Financing Documents, including any new Notes to New Lenders and replacement Notes to Lenders that agree to participate in such Revolver Increase, that the Administrative Agent reasonably deems necessary in order to document such Revolver Increase and otherwise assure and give effect to the rights of the Administrative Agent and the Lenders in the Financing Documents; and
(vii) such other documents, instruments and information as the Administrative Agent or its counsel shall reasonably deem necessary in connection with the Revolver Increase.
(f) On each Increase Date, upon fulfillment of the conditions set forth in Section 2.08(d), the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion (i) effect a settlement of such increase in the aggregate committed amount of the all outstanding Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following that will reflect the adjustments to the Revolving Loan Commitments of the Lenders as a result of the Revolver Increase and (ii) notify the Lenders, any increase New Lenders participating in the Revolving Commitments pursuant Revolver Increase and the Borrower, on or before 1:00 p.m. (New York City time), by telecopier or telex, of the occurrence of the Revolver Increase to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any effected on such increase in Revolving CommitmentsIncrease Date.
Appears in 1 contract
Samples: Credit Agreement (Cubic Corp /De/)
Termination, Reduction and Increase of Commitments.
(a) Unless previously terminated, (i) all of the Term Loan Tranche A Commitments shall terminate at 5:00 p.m., Houston, Texas time, on and all of the Effective Date and (ii) the Revolving Tranche B Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Tranche A Commitments of any Classand the Tranche B Commitments; provided that (i) each reduction of the Tranche A Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and 500,000 or in the amount of the total Tranche A Commitments then outstanding, (ii) each reduction of the Tranche B Commitments shall be in an amount that is an integral multiple of $500,000 or in the amount of the total Tranche B Commitments then outstanding, (iii) the Borrower shall not terminate or reduce the Revolving Tranche A Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Tranche A Revolving Exposures Exposure would exceed the total Tranche A Commitments, (iv) the Borrower shall not terminate or reduce the Tranche B Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the Tranche B Revolving Exposure would exceed the total Tranche B Commitments, and (v) the Borrower shall not terminate or reduce the Tranche B Commitments unless all of the Tranche A Commitments have been terminated or reduced in full, or concurrently will be terminated or reduced in full.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this SectionSection 2.07(b), at least three (3) 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of all of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class Commitment shall be permanent. Each A reduction in the Commitments under clause (b) above does not need to be made ratably between the two Classes but a reduction of the a particular Class of Commitments of any Class under clause (b) above shall be made ratably among the Lenders in accordance with their respective Commitments of in such Class..
(d) At any time prior to the expiration of the Revolving Availability Period, and so long as no Default or Event of Default shall have occurred which is continuing, the Borrower may elect to increase the aggregate of the Revolving Tranche A Commitments to an amount not exceeding or the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, Tranche B Commitments; provided that (i) the Borrower shall give at least fifteen (15) Business Days’ prior written notice of such increase to the Administrative Agent and each existing Lender, (ii) each existing Lender shall have the right (but not the obligation) to subscribe to its pro rata share of the proposed increase in the Tranche A Commitments or Tranche B Commitments by giving written notice of such election to the Borrower and the Administrative Agent within ten (10) Business Days after receipt of a notice from the Borrower as above described and only if an existing Lender does not exercise such election may the Borrower elect to add a new Lender, (iii) no Lender shall be required to increase any of its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), (ii) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitments.writing,
Appears in 1 contract
Samples: Amended and Restated Credit Agreement (Solaris Oilfield Infrastructure, Inc.)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedUpon at least three Business Days’ prior irrevocable written, (i) telecopy or electronic mail notice to the Term Loan Commitments shall terminate at 5:00 p.m.Administrative Agent, Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower Viacom may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Commitments of any ClassCommitments; provided provided, however, that (i) each partial reduction of the Commitments of any Class shall be in an a minimum principal amount that is an of $5,000,000 and in integral multiple multiples of $1,000,000 in excess thereof and (ii) the Borrower no such termination or reduction shall not terminate or reduce the Revolving Commitments be made if, after giving effect thereto and to any concurrent prepayment prepayments of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the total Revolving Commitments.
(c) The 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 made on the effective date thereof. Promptly following receipt , (x) the Outstanding Revolving Extensions of Credit of any noticeLender would exceed such Lender’s Commitment then in effect unless, in the case of a Swingline Lender, such Swingline Lender shall otherwise consent or (y) the Total Facility Exposure would exceed the Total Commitment then in effect. The Administrative Agent shall promptly advise the Lenders of the contents thereof. Each any notice delivered by the Borrower given pursuant to this Section shall be irrevocable; 2.13(a).
(b) Except as otherwise provided that a notice of termination of in Section 2.21, each reduction in the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective Commitments. Viacom agrees to pay to the Administrative Agent for the account of the Lenders, on the date of termination or reduction of the Commitments, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued through the date of such Classtermination or reduction.
(c) Upon a decrease, pursuant to Section 2.13(a) or (b), in the Commitments, Viacom may decrease the Total Multi-Currency Sublimit and/or the Multi-Currency Sublimit with respect to any or all Multi-Currencies, in each case in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof. No such termination or reduction shall be made if, after giving effect thereto and to any prepayments of the Loans made on the effective date thereof, (i) the Multi-Currency Sublimit with respect to each applicable Multi-Currency would be less than the Multi-Currency Revolving Loans outstanding in such Multi-Currency at such time or (ii) the Total Multi-Currency Sublimit would be less than the outstanding principal amount of Multi-Currency Revolving Loans at such time.
(d) At Viacom shall have the right at any time and from time to time to increase the Total Commitment to an aggregate amount not to exceed $3,500,000,000 (i) by requesting that one or more banks or other financial institutions not a party to this Agreement become a Lender hereunder or (ii) by requesting that any Lender already party to this Agreement increase the amount of such Lender’s Commitment; provided, that the addition of any bank or financial institution pursuant to clause (i) above shall be subject to the consent of the Administrative Agent and each Issuing Lender (which [[3890129]] consent shall not be unreasonably withheld); provided further, that the Commitment of any bank or other financial institution pursuant to clause (i) above shall be in an aggregate principal amount at least equal to $10,000,000; provided further, that the amount of the increase of any Lender’s Commitment pursuant to clause (ii) above shall be in an aggregate principal amount at least equal to $10,000,000.
(e) Any additional bank, financial institution or other entity which elects to become a party to this Agreement and obtain a Commitment pursuant to subsection (d) of this Section 2.13 shall execute a new lender supplement in substantially the form of Exhibit G hereto (a “New Lender Supplement”) with Viacom and the Administrative Agent, whereupon such bank, financial institution or other entity (herein called a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1 shall be deemed to be amended to add the name and Commitment of such New Lender.
(f) Any increase in the Total Commitment pursuant to subsection (d)(ii) of this Section 2.13 shall be effective only upon the execution by the applicable Lender and Viacom of a commitment increase letter in substantially the form of Exhibit H hereto (a “Commitment Increase Letter”), which Commitment Increase Letter shall be delivered by Viacom or such Lender to the Administrative Agent not less than five (5) Business Days prior to the expiration applicable Commitment Increase Date and shall specify (i) the amount of the Revolving Availability Periodincrease in the Commitment of such Lender and (ii) the date such increase is to become effective. Upon its receipt of such Commitment Increase Letter executed by such Lender and Viacom, the Administrative Agent shall accept such Commitment Increase Letter and so long as record the information contained therein in the Register.
(g) Any increase in the Total Commitment pursuant to this Section 2.13 shall not be effective unless:
(i) no Default or Event of Default shall have occurred which is continuing, and be continuing on the Borrower may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no Lender shall be required to increase its Revolving applicable Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), Increase Date;
(ii) each of the addition of new Lenders representations and warranties made by Viacom and the Subsidiary Borrowers in Sections 3.1, 3.2, 3.4, 3.5 and 3.6 shall be subject to true and correct in all material respects on such Commitment Increase Date with the terms same effect as though made on and provisions as of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (date, except to the extent applicable, i.e. required approvals, minimum amounts such representations and the like), warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; and
(iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation received each of (A) a certificate of the corporate secretary or assistant secretary of the Borrowers as to arrangethe taking of any corporate action necessary in connection with such increase and (B) an opinion or opinions of general counsel to the Borrowers as to their corporate power and authority to borrow hereunder after giving effect to such increase and [[3890129]] such other matters relating thereto as the Administrative Agent and its counsel may reasonably request. Each notice requesting an increase in the Total Commitment pursuant to this Section 2.13 shall constitute a certification to the effect set forth in clauses (i) and (ii) of this Section 2.13(g).
(h) On each Commitment Increase Date, find each New Lender and each Lender that has delivered a Commitment Increase Letter, in each case whose new Commitment or locate any Lender or new bank or financial institution to participate in any unsubscribed increased Commitment becomes effective on such date, shall purchase by assignment from the other Lenders such portion of the Loans (if any) owing to them as shall be designated by the Administrative Agent such that, after giving effect to all such purchases and assignments, the outstanding Loans owing to each Lender shall equal such Lender’s Revolving Credit Percentage (calculated after giving effect to such increase in the Total Commitment) of the aggregate committed amount of the Revolving Commitments, and (vi) such option Loans owing to increase the Revolving Commitments may only be exercised onceall Lenders. The Borrower purchases and assignments pursuant to this subsection (h) shall be deemed to have been accomplished in accordance with Section 9.4(b).
(i) No Lender shall at any time be required to pay (agree to a request of Viacom to increase its Commitment or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsobligations hereunder.
Appears in 1 contract
Samples: Credit Agreement (Viacom Inc.)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent in accordance with this Agreement, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or only reduce the Commitments without the prior written consent of the Administrative Agent and all of the Lenders in the following circumstances: the Borrower may from time to time reduceprior to the Maturity Date reduce the Commitments, provided that each reduction in the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and (ii) the total Commitments may not be reduced to less than $200,000,000. The 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, the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the total Revolving CommitmentsCommitments as reduced.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) of this Section, at least three five (5) 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of in the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At any time prior to So long as the expiration of the Revolving Availability Period, Borrower is not then in Default and so long as no Event of Default shall have occurred which is continuingthe Borrower has not reduced the Commitment pursuant to Section 2.08(b), the Borrower may elect on two (2) occasions prior to increase three (3) years after the date of this Agreement, request that the aggregate of Commitments be increased, so long as the Revolving aggregate Commitments to an amount do not exceeding exceed Seven Hundred Million Dollars ($700,000,000.00) (the “Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereofCommitment”), (ii) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) . If the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of requests that the aggregate amount of the Revolving CommitmentsCommitments be increased, (v) the Administrative Agent shall have no obligation use commercially reasonable efforts to arrangeobtain increased or additional commitments up to the Maximum Commitment, find or locate any Lender or new bank or financial institution and to do so the Administrative Agent may, after first offering the Lenders the opportunity to participate in the increased Commitments, obtain additional lenders of its choice (and approved by Borrower, such approval not to be unreasonably withheld or delayed), and without the necessity of approval from any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Lenders. The Borrower and each Guarantor shall execute an amendment to this Agreement, additional Notes and other documents as the Administrative Agent may reasonably require to evidence the increase of the Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except admission of additional Persons as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsif necessary.
Appears in 1 contract
Samples: Credit Agreement (Weingarten Realty Investors /Tx/)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or only reduce the Commitments without the prior written consent of the Administrative Agent and all of the Lenders in the following circumstances: the Borrower may from time to time reducereduce the Commitments, provided that each reduction in the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is at least $5,000,000 and an integral multiple of $1,000,000 500,000, and (ii) the total Commitments may not be reduced to less than an aggregate of $50,000,000 unless the Commitments are reduced to zero and terminated. The 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, the sum of the total Revolving Credit Exposures would exceed the total Revolving aggregate Commitments as reduced. After any reduction in the Commitments, the Borrower’s option to increase the Commitments provided in Section 2.08(d) shall terminate.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) of this Section, at least three (3) 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of in the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At So long as the Borrower is not then in Default, and the Borrower has not previously decreased the Commitments under Section 2.08(b), the Borrower may, at any time prior to during the expiration of the Revolving Availability Period, and request that the Commitments be increased, so long as no Event (a) each increase is in a minimum amount of Default shall have occurred which is continuing, $10,000,000.00 and an integral multiple of $5,000,000 (or such smaller amounts as the Borrower Administrative Agent may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereofapprove), (iib) the Borrower has not previously reduced the Commitments, and (c) the aggregate Commitments do not exceed $1,000,000,000.00 (the “Maximum Commitment”). If the Borrower requests that the total Commitments be increased, the Administrative Agent shall use its best efforts to obtain increased or additional commitments up to the Maximum Commitment, and to do so the Administrative Agent may obtain additional lenders of its choice (and approved by Borrower, such approval not to be unreasonably withheld or delayed), and without the necessity of approval from any of the Lenders with no Lender having any obligation to so increase its Commitment. The Borrower and each other Credit Party shall execute an amendment to this Agreement, additional Notes and other documents as the Administrative Agent may reasonably require to evidence the increase of the Commitments, the addition of new Lenders shall be subject Real Property to the terms and provisions of Section 9.04 hereof as Unencumbered Pool, if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such admission of additional or replacement Notes and such other documentation (including evidence of proper authorization) Persons as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsif necessary.
Appears in 1 contract
Samples: Credit Agreement (Education Realty Operating Partnership L P)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) the 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, the sum of the Total Revolving Credit Exposures would exceed the total Revolving Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or another transaction, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At any The Borrower at its option may, from time prior to the expiration of the Revolving Availability Periodtime, and so long as no Event of Default shall have occurred which is continuing, the Borrower may elect seek to increase the aggregate of the Revolving total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $500,000,000) upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase (which shall not exceeding be less than $5,000,000) and shall certify that no Default has occurred and is continuing. After delivery of such notice, the Maximum Accordion Amount minus Borrower, in consultation with the Administrative Agent, may offer the increase (which may be declined by any reductions Lender in its sole discretion) in the Revolving total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other lenders or entities reasonably acceptable to the Administrative Agent and the Borrower. No increase in the total Commitments shall become effective until the existing Lenders or new lenders extending such incremental Commitment amount and the Borrower shall have delivered to the Administrative Agent a document in form and substance reasonably satisfactory to the Administrative Agent pursuant to Section2.07(b) hereof, provided that which (i) no any such existing Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything agrees to the contrary set forth in Section 9.02 hereof)amount of its Commitment increase, (ii) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if any such new Lenders were acquiring an interest in Lender agrees to its Commitment amount and agrees to assume and accept the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts obligations and the like)rights of a Lender hereunder, (iii) the Borrower shall execute and deliver accepts such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitmentincremental Commitments, (iv) no Lender shall have the effective date of any right to decrease its Revolving Commitment as a result of such increase of in the aggregate amount of the Revolving Commitments, Commitments is specified and (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or Borrower certifies that on such date the conditions for a new bank or financial institution to participate Loan set forth in any unsubscribed portion Section 4.02 are satisfied. Upon the effectiveness of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the total Commitments pursuant hereto, (i) each Lender (new or existing) shall be deemed to have accepted an assignment from the existing Lenders, and the existing Lenders shall be deemed to have made an assignment to each new or existing Lender accepting a new or increased Commitment, of an interest in each then outstanding Revolving Loan (in each case, on the terms and conditions set forth in the Assignment and Assumption) and (ii) the Swingline Exposure and LC Exposure of the existing and new Lenders shall be automatically adjusted such that, after giving effect to such assignments and adjustments, 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, and substantially contemporaneously with the payment to the assigning Lenders of, the principal amount assigned plus accrued and unpaid interest and facility and Letter of Credit fees. Payments received by assigning Lenders pursuant to this Section in respect of the principal amount of any Eurodollar Loan shall, for purposes of Section 2.15 be deemed prepayments of such Loan. Any increase of the total Commitments pursuant to this provision. Except as may otherwise Section shall be agreed subject to receipt by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect from the Borrower of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request. No consent of any Lender (other than the Lenders agreeing to new or increased Commitments) shall be required for any such increase in Revolving Commitmentsincremental Commitment provided or Loan made pursuant to this Section 2.08(d).
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and not less than $25,000,000 and (ii) the 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 2.102.11, the sum of the Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the total Revolving Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At any The Borrower may from time prior to time, by written notice to the expiration Administrative Agent, executed by the Borrower and one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Lender”), which may include any Lender, cause the Commitments of the Revolving Availability Period, and so long as no Event of Default shall have occurred which is continuing, the Borrower may elect Increasing Lenders to increase the aggregate of the Revolving be increased (or cause Commitments to be extended by the Increasing Lenders, as the case may be) in an amount not exceeding the Maximum Accordion Amount minus any reductions for each Increasing Lender set forth in the Revolving Commitments pursuant to Section2.07(b) hereof, such notice; provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to the amount of any such increase in writing (but otherwise, no notice to or consent by any Lender the aggregate Commitments shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof)not less than $25,000,000, (ii) the addition aggregate amount of new Lenders increases in Commitments made pursuant to this Section shall not exceed $500,000,000, (iii) each Increasing Lender, if not already a Lender hereunder, shall be subject to the terms approval of the Administrative Agent and provisions each Issuing Bank (which approval shall not be unreasonably withheld) and shall execute all such documentation as the Administrative Agent and the Borrower shall specify to evidence the Commitment of Section 9.04 hereof such Increasing Lender and its status as if a Lender hereunder. Such notice shall set forth the date (the “Increase Effective Date”) on which such new Lenders were acquiring an interest in increase is requested to become effective (which shall not be less than three Business Days or more than 45 days after the date of such notice). On the Increase Effective Date, (A) the aggregate principal amount of the Loans by assignment from an existing Lenders outstanding (the “Initial Loans”) immediately prior to giving effect to the extent applicable, i.e. required approvals, minimum amounts and the like)commitment increase shall be deemed to be repaid, (iiiB) after the effectiveness of the commitment increase, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (C) each Lender shall pay to the Administrative Agent in same day funds an amount equal to the difference, if positive, between (x) such Lender’s Applicable Percentage (calculated after giving effect to the commitment increase) of the Subsequent Borrowings and (y) such Lender’s Applicable Percentage (calculated without giving effect to the commitment increase) of the Initial Loans, (D) after the Administrative Agent receives the funds specified in clause (C) above, the Administrative Agent shall pay to each Lender the portion of such funds that is equal to the difference, if positive, between (1) such Lender’s Applicable Percentage (calculated without giving effect to the commitment increase) of the Initial Loans and (2) such Lender’s Applicable Percentage (calculated after giving effect to the commitment increase) of the amount of the Subsequent Borrowings, (E) each Lender (including each Increasing Lender) shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (each calculated after giving effect to the commitment increase) and (F) the Borrower shall execute pay each Lender (other than any Increasing Lender that was not a Lender before giving effect to the Commitment increase) any and deliver such additional or replacement Notes and such other documentation all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (including evidence A) above in respect of proper authorization) as may each Eurodollar Loan shall be reasonably requested subject to indemnification by the Administrative AgentBorrower pursuant to the provisions of Section 2.16 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs actually result therefrom. Notwithstanding the foregoing, no increase in the Commitments (or in any new Commitment of any Lender) or addition of a Increasing Lender or any Lender which is increasing its Revolving Commitmentshall become effective under this Section unless, (ivA) no Lender on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied (without giving effect to the parenthetical in such paragraph (a)) and the Administrative Agent shall have any right received a certificate to decrease its Revolving Commitment as that effect dated such date and executed by a result of such increase Financial Officer of the aggregate amount of the Revolving CommitmentsBorrower, and (vB) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount received (with sufficient copies for each of the Revolving Commitments, and (viLenders) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection documents consistent with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments those delivered pursuant to this provision. Except Section 4.01 as may otherwise be agreed by to the corporate power and authority of the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses borrow hereunder after giving effect to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsincrease.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower Parent may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that Commitments, but (i) each reduction of the Revolving Commitments of any Class shall be in an amount of at least $5,000,000 and that is an integral multiple of $1,000,000 and (ii) the Borrower Parent shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.09, the sum of the Revolving Exposures would exceed the total Revolving Commitments.
(c) The Borrower Parent 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 before 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 Borrower Parent pursuant to this Section shall be irrevocable; provided that but a notice of termination of the Revolving Commitments delivered by the Borrower Parent may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Parent (by notice to the Administrative Agent on or prior to before the specified effective date) if such condition is not satisfied. Any termination or of the Revolving Commitments shall be permanent; any reduction of the Revolving Commitments of any Class shall be permanent, subject to increases pursuant to Section 2.07(d). Each reduction of the Revolving Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.
(d) At any time prior to the expiration of the Revolving Availability Period, and so long as If no Default or Event of Default shall have occurred which is and be continuing, the Borrower may elect Parent shall have the right, without the consent of the Lenders, to increase effectuate from time to time before the aggregate termination of the Revolving Commitments an increase in the total of the Revolving Commitments by adding to an amount not exceeding this Agreement one or more commercial banks or other financial institutions approved by each of the Maximum Accordion Amount minus Parent, the Administrative Agent, the Issuing Bank and the Swingline Lender (who shall, upon completion of the requirements stated in this paragraph, constitute Lenders hereunder), or by allowing one or more Lenders to increase its Revolving Commitment hereunder, so that such added and increased Revolving Commitments shall equal the increase in the total of the Revolving Commitments effectuated pursuant to this paragraph; but (1) anything to the contrary in this Agreement notwithstanding, in no event shall the Loans outstanding at any reductions time exceed $200,000,000, (2) no Lender’s Revolving Commitment shall be increased without the consent of such Lender, (3) on the effective date of any such increase in the total of the Revolving Commitments, there are no outstanding Eurocurrency Loans (that is, any outstanding Eurocurrency Loans must be prepaid as of such effective date) and (4) any new Lender’s Revolving Commitment shall be at least $5,000,000. Each party hereto hereby consents to the amendment of this Agreement to reflect any such increase and such additional or changed Revolving Commitments. The Parent shall give the Administrative Agent, the Issuing Bank and the Swingline Lender three Business Days’ notice of the Parent’s intention to increase the total of the Revolving Commitments pursuant to Section2.07(b) hereofthis paragraph. Such notice shall specify each new commercial bank or other financial institution, provided if any, the changes in amounts of Revolving Commitments that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwisewill result, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), (ii) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) information as may be is reasonably requested by the Administrative Agent. Each new commercial bank or other financial institution, any new and each Lender or any Lender which is increasing agreeing to increase its Revolving Commitment, shall execute and deliver to the Administrative Agent and the Borrowers a document reasonably satisfactory to the Administrative Agent and the Parent pursuant to which it becomes a party hereto or increases such Revolving Commitment, as the case may be, which document, in the case of a new commercial bank or other financial institution, shall (ivamong other matters) no Lender shall have any right to decrease its Revolving Commitment as a result specify the domestic lending office and Eurocurrency lending offices of such increase of new commercial bank or other financial institution, and shall deliver to the aggregate Administrative Agent an Administrative Questionnaire. In addition, the Borrowers shall execute and deliver a Note in the principal amount of the Revolving CommitmentsCommitment of each new commercial bank or other financial institution, (v) or, against delivery to it of such Lender’s existing Note, a replacement Note in the principal amount of the increased Revolving Commitment of each Lender agreeing to increase its Commitment, as the case may be. Such Notes and other documents of the nature referred to in this paragraph shall be furnished to the Administrative Agent shall have no obligation to arrangein form and substance as may be reasonably required by it. Upon the execution and delivery of such documents, find or locate any Lender or such new commercial bank or financial institution to participate in any unsubscribed portion of shall constitute a “Lender” under this Agreement with a Revolving Commitment as specified therein, or such Lender’s Revolving Commitment shall increase in as specified therein, as the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments case may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsbe.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving their respective Maturity DateDate(s).
(b) The Borrower may at any time terminateonly reduce the Revolving Commitments, or without the prior written consent of the Administrative Agent and all of the Lenders, in the following circumstances: the Borrower may from time to time reducereduce the Revolving Commitments, the Commitments of any Class; provided that (i) each reduction of in the Revolving Commitments of any Class shall be in an amount that is at least $25,000,000 and an integral multiple of $1,000,000 5,000,000, and (ii) the Revolving Commitments may not be reduced to less than $100,000,000 unless the Revolving Commitments are reduced to zero and terminated. The 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, the sum of the total Revolving Credit Exposures would exceed the total Maximum Loan Available Amount. After any reduction in the Revolving Commitments, the Borrower’s option to increase the Commitments provided in Section 2.08(d) shall terminate.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (bSection 2.08(b) of this Section, at least three (3) 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 Revolving Commitments of any Class shall be permanent. Each reduction of in the Revolving Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. A reduction in the outstanding principal balance shall not constitute a reduction in the Revolving Commitments of such Classwithout the notice required above being delivered to Administrative Agent as set forth above.
(d) At any time prior to the expiration of the Revolving Availability Period, and so long as Provided no Default or Event of Default shall have occurred which that is continuing, the Borrower may shall have the right, on one or more occasions, to elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereofTotal Commitments; provided, provided however, that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to the amount of each such increase shall not be less than Twenty-Five Million Dollars ($25,000,000) or in writing increments of Twenty-Five Million Dollars (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth $25,000,000) in Section 9.02 hereof)excess thereof, (ii) the aggregate amount of all such increases shall not cause the Total Commitments to exceed One Billion Five Hundred Million Dollars ($1,500,000,000), and (iii) any such requests for an increase in the Total Commitment must be received at least fifteen (15) Business Days prior to the then applicable Maturity Date. Any such increase in the Total Commitment shall be exercised by the Borrower by written notice to the Administrative Agent, which election shall designate the requested increase in the Total Commitment; provided further, however, at Borrower’s option, Borrower may request that any such requested increase in the amount of the Total Commitments be effected through an increase in the Revolving Commitments or the addition of one or more new Lenders term loan facilities (and, in such event, all references in this Section 2.08 to any increase in the Commitments (or any Revolving Commitment), as and to the extent applicable at any time, shall be deemed and construed to mean and refer to any such increased or incremental new term loan commitment in the amount of such increase, mutatis mutandis), subject further, however, (1) to the continued applicability of the terms and provisions of this Section 9.04 hereof 2.08 and (2) in addition to the items specified below, the prior execution and delivery by the Credit Parties of such other and further agreements, instruments, and documents which Administrative Agent may then require in its sole but reasonable determination to effect any such term loan commitment in the amount of such increase. To the extent that the increase of the Commitments shall take the form of a new term loan, this Agreement shall be amended, in form and substance reasonably satisfactory to Administrative Agent, to include such terms as are agreed to among the Borrower and the Lenders providing such new term loan facility. Any new term loan facility may have a maturity earlier than (but no later than the date that is six (6) months prior to the maturity of the Revolving Commitment) or later than the maturity of any Revolving Commitment. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders), and each Lender shall endeavor to respond as promptly as possible within such time period. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment (which decision shall be in its sole discretion) and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld, conditioned or delayed), to the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Borrower, the Arranger, in consultation with the Borrower, will use its best efforts to arrange for other financial institutions to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Commitment requested by the Borrower and not accepted by the existing Lenders, and the Borrower may also invite additional lenders approved by the Administrative Agent (provided that no approval of the Administrative Agent shall be required if such new lender is an Affiliate of a Lender or an Approved Fund) to become Lenders, in each case, pursuant to a joinder agreement (each a “Lender Joinder Agreement”) in form and substance reasonably satisfactory to the Administrative Agent and its counsel. If the Total Commitment is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of each Lender’s increased Commitments to the Revolving Loan. The Administrative Agent shall promptly notify the Borrower and the Lenders were acquiring of the final allocation of such increase (with such increase being pro rata among existing Lenders choosing to increase their Commitments) and the Increase Effective Date and Section 2.01 shall be deemed modified, without further action, to reflect the revised Commitments and Applicable Percentages of the Lenders. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date signed by an interest authorized officer of the Borrower (x) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (y) certifying that, before and immediately after giving effect to such increase, (A) the representations and warranties contained in Article 6 and the other Loan Documents are true and correct in all material respects (except that in the Loans case of any representation and warranty qualified by assignment from an existing Lenders (materiality, they shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent applicablethat such representations and warranties specifically refer to an earlier date, i.e. required approvalsin which case they are true and correct in all material respects as of such earlier date, minimum amounts and the likeexcept that for purposes of this Section 2.08(d), the representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent statements furnished to the Administrative Agent, and (B) no Default or Event of Default shall have occurred that is continuing or would result therefrom, (ii) the Borrower and each new Lender shall have executed and delivered a Lender Joinder Agreement and such other amendments, instruments, documents and agreements as the Administrative Agent may reasonably have requested to implement the increase; (iii) the Borrower shall execute have paid such arrangement fees to the Arranger as the Borrower and deliver such additional or replacement Notes and such other documentation the Arranger may agree; (including evidence of proper authorizationiv) as may be reasonably if requested by the Administrative Agent, any new Lender the Borrower shall deliver to the Administrative Agent and the Lenders an opinion or any Lender which is increasing its Revolving Commitmentopinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Agent and dated such date; and (ivv) no Lender Default or Event of Default shall have any right to decrease its Revolving Commitment occurred that is continuing. Existing Lenders may, as necessary, receive a result prepayment of such increase of the aggregate amount amounts of the Revolving Commitments, (v) Loan outstanding on the Administrative Agent shall have no obligation Increase Effective Date to arrange, find or locate the extent necessary to keep the outstanding Revolving Loan ratable with any Lender or new bank or financial institution to participate in revised Revolving Loan Applicable Percentages arising from any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any non-ratable increase in the Revolving Commitments pursuant to under this provision. Except as may otherwise Section, which prepayment shall be agreed accomplished by the Borrower and any applicable Lender, pro rata funding required of the Borrower shall not be required to pay any upfront Lender(s) issuing new or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving increased Commitments.
Appears in 1 contract
Samples: Credit Agreement (SmartStop Self Storage REIT, Inc.)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving their respective Maturity DateDate(s).
(b) The Borrower may at any time terminate, or only reduce the Revolving Commitments without the prior written consent of the Administrative Agent and all of the Lenders in the following circumstances: the Borrower may from time to time reducereduce the Revolving Commitments, the Commitments of any Class; provided that (i) each reduction of in the Revolving Commitments of any Class shall be in an amount that is at least $25,000,000 and an integral multiple of $1,000,000 5,000,000, and (ii) the Revolving Commitments may not be reduced to less than $100,000,000 unless the Revolving Commitments are reduced to zero and terminated. The 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, the sum of the total Revolving Credit Exposures would exceed the total Maximum Loan Available Amount less the outstanding balance of the Term Loan. After any reduction in the Revolving Commitments, the Borrower’s option to increase the Revolving Commitments provided in Section 2.08(d) shall terminate.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (bSection 2.08(b) of this Section, at least three (3) 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 Revolving Commitments of any Class shall be permanent. Each reduction of in the Revolving Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. A reduction in the outstanding principal balance shall not constitute a reduction in the Revolving Commitments of such Classwithout the notice required above being delivered to Administrative Agent as set forth above.
(d) At any time prior to the expiration of the Revolving Availability Period, and so long as Provided no Default or Event of Default shall then be in existence, the Borrower shall have occurred the right, on one or more occasions, to elect to increase the Total Commitment; provided, however, that (i) the amount of each such increase shall not be less than Fifty Million Dollars ($50,000,000) or in increments of Fifty Million Dollars ($50,000,000) in excess thereof, and (ii) the aggregate amount of all such increases shall not cause the Total Commitment to exceed One Billion Two Hundred Fifty Million Dollars ($1,250,000,000). Any such increase in the Total Commitment shall be allocated to the Revolving Loan and/or the Term Loan in such amounts as the Borrower may request. Such right may be exercised by the Borrower by written notice to the Administrative Agent, which election shall designate the requested increase in the Total Commitment and to which of the Revolving Loan and/or the Term Loan such request is continuingbeing made. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders), and each Lender shall endeavor to respond as promptly as possible within such time period. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment (which decision shall be in its sole discretion) and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld, conditioned or delayed), the Borrower may elect also invite additional lenders approved by the Administrative Agent (provided that no approval of the Administrative Agent shall be required if such new lender is an Affiliate of a Lender or an Approved Fund) to become Lenders pursuant to a joinder agreement (each a “Lender Joinder Agreement”) in form and substance reasonably satisfactory to the Administrative Agent and its counsel. If the Total Commitment is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of each Lender’s increased Commitments among the Term Loan and the Revolving Loan, and if such increase is not pro rata among the Revolving Loan and the Term Loan, the new or increased Commitments issued in connection with such increase, and the existing Revolving Commitments and Term Commitments of the Lenders, shall be adjusted (but any existing Commitment of a Lender will not be increased unless such Lender has elected to increase the aggregate its Commitment) so as to at all times provide that each Lender shall have a pro rata Commitment in each of the Revolving Commitments Loan and the Term Loan. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase (with such increase being pro rata among existing Lenders choosing to increase their Commitments) and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date signed by an amount not exceeding Authorized Officer of the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that Borrower (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase in writing (but otherwiseincrease, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), and (ii) certifying that, before and after giving effect to such increase, (A) the addition representations and warranties contained in Article 6 and the other Loan Documents are true and correct in all material respects on and as of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (Increase Effective Date, except to the extent applicablethat such representations and warranties specifically refer to an earlier date, i.e. required approvalsin which case they are true and correct in all material respects as of such earlier date, minimum amounts and the likeexcept that for purposes of this Section 2.08(d), (iii) the Borrower representations and warranties contained in Section 3.04 shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by deemed to refer to the most recent statements furnished to the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, and (ivB) no Lender shall have any right to decrease its Revolving Commitment Default or Event of Default exists. Existing Lenders may, as necessary, receive a result prepayment of such increase of the aggregate amount amounts of the Revolving Commitments, (v) Loan outstanding on the Administrative Agent shall have no obligation Increase Effective Date to arrange, find or locate the extent necessary to keep the outstanding Revolving Loan ratable with any Lender or new bank or financial institution to participate in revised Revolving Loan Applicable Percentages arising from any unsubscribed portion of such non-ratable increase in the aggregate committed Commitments under this Section, which prepayment shall be accomplished by the pro rata funding required of the Lender(s) issuing new or increased Revolving Commitments. The amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise Term Loan will be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any funded on such increase in Revolving CommitmentsIncrease Effective Date.
Appears in 1 contract
Samples: Credit Agreement (Griffin Capital Essential Asset REIT, Inc.)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (ii)(A) the A Initial Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas New York City time, on the Effective Closing Date, (B) the A Delayed Draw Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the earliest of (x) the A Delayed Draw Funding Date, (y) termination of the A Delayed Draw Term Loan Commitments pursuant to clause (b)(ii) below and (z) the A Delayed Draw Expiration Date, (ii)(A) the B Initial Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date, (B) the B Delayed Draw Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the earliest of (x) the B Delayed Draw Funding Date, (y) termination of the B Delayed Draw Term Loan Commitments pursuant to clause (b)(ii) below and (z) the B Delayed Draw Expiration Date and (iiiii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(bi) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; Revolving Commitments, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and (ii) the 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 2.102.7, the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments, and (ii) each such reduction shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000.
(ii) The Borrower may at any time terminate, or from time to time reduce, the A Delayed Draw Term Loan Commitments and the B Delayed Draw Term Loan Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments, A Delayed Draw Term Loan Commitments or B Delayed Draw Term Loan Commitments under paragraph (b) of this Section, 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 Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Revolving Commitments, A Delayed Draw Term Loan Commitments or B Delayed Draw Term Loan Commitments delivered by the Borrower 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 such notice may be revoked by the 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 Each reduction, and any termination, of the Revolving Commitments, A Delayed Draw Term Loan Commitments of any Class and B Delayed Draw Term Loan Commitments shall be permanent. Each , and each such reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Revolving Commitments, A Delayed Draw Term Loan Commitments of such Classand B Delayed Draw Term Loan Commitments.
(d) At The Borrower may at any time prior and from time to the expiration time, at its sole cost, expense and effort, request any one or more of the Revolving Availability PeriodLenders, and so long as no Event an Affiliate of Default shall have occurred which is continuing, the Borrower may elect to increase the aggregate a Lender or an Approved Fund of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no a Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed or to provide a new Revolving Commitment, as the case may be (the decision to be within the sole and absolute discretion of such increase in writing (but otherwiseLender, no notice to Affiliate or consent by Approved Fund), or any Lender shall be required, notwithstanding anything other Person reasonably satisfactory to the contrary set forth in Section 9.02 hereof)Administrative Agent, (ii) each Issuing Bank and the addition of Swingline Lender to provide a new Lenders shall be subject Revolving Commitment, by submitting a Revolving Increase Supplement duly executed by the Borrower and each such Lender, Affiliate, Approved Fund or other Person, as the case may be, to the terms and provisions of Section 9.04 hereof as if Administrative Agent. If such new Lenders were acquiring an interest Revolving Increase Supplement is in the Loans by assignment from an existing Lenders (all respects reasonably satisfactory to the extent applicableAdministrative Agent, i.e. required approvals, minimum amounts the Administrative Agent shall execute such Revolving Increase Supplement and the like), (iii) deliver a copy thereof to the Borrower shall execute and deliver each such additional Lender, Affiliate, Approved Fund or replacement Notes other Person, as the case may be. Upon execution and delivery of such other documentation (including evidence of proper authorization) as may be reasonably requested Revolving Increase Supplement by the Administrative Agent, any new Lender or any Lender which is increasing its (i) in the case of each such Lender, such Lender’s Revolving CommitmentCommitment shall be increased to the amount set forth in such Revolving Increase Supplement, (ivii) no Lender in the case of each such Affiliate, Approved Fund or other Person, such Affiliate, Approved Fund or other Person shall have any right to decrease its thereupon become a party hereto and shall for all purposes of the Loan Documents be deemed a “Lender” having a Revolving Commitment as a result set forth in such Revolving Increase Supplement, and (iii) in each case, the Revolving Commitment of such increase Lender, Affiliate, Approved Fund or such other Person, as the case may be, shall be as set forth in the applicable Revolving Increase Supplement; provided, however, that:
(A) immediately after giving effect thereto, the sum of all increases in the aggregate Revolving Commitments plus the aggregate amount of all Additional Term Loan Commitments made, if any, shall not exceed $500,000,000;
(B) each such increase shall be in an amount not less than $25,000,000 or such amount plus an integral multiple of $5,000,000;
(C) the Revolving CommitmentsCommitments shall not be increased on more than two occasions;
(D) if Revolving Loans would be outstanding immediately after giving effect to each such increase, then simultaneously with such increase (v1) each such Lender, each such Affiliate, Approved Fund or other Person and each other Lender shall be deemed to have entered into a master assignment and acceptance agreement, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Lender and each such Affiliate, Approved Fund or other Person a portion of its Revolving Loans necessary to reflect proportionately the Revolving Commitments as adjusted in accordance with this subsection (e), and (2) in connection with such assignment, each such Lender and each such Affiliate, Approved Fund or other Person shall pay to the Administrative Agent, for the account of the other Lenders, such amount as shall be necessary to appropriately reflect the assignment to it of Revolving Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(E) each such Affiliate, Approved Fund or other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such Affiliate, Approved Fund or other Person pursuant to Section 3.7; and
(F) the Borrower shall have delivered to the Administrative Agent for further distribution to each Lender a certificate of a Financial Officer demonstrating compliance on a Pro Forma Basis with the Financial Covenants through the Revolving Maturity Date and the Administrative Agent shall have no obligation to arrangereceived such customary certificates, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, legal opinions and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower other items as it shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender reasonably request in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsincrease.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 10,000,000.00 and the aggregate Commitments shall not be less than $60,000,000.00, (ii) the 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 2.102.11, the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments, and (iii) the Borrower must give the Administrative Agent at least five (5) Business Days prior notice by electronic communication of its desire to terminate or reduce the Commitments. Any termination or reduction in the Commitments will result in a pro rata termination or reduction of the Foreign Currency Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, Section at least three (3) 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At any time prior to So long as the expiration of the Revolving Availability Period, Borrower is not then in Default and so long as no Event of Default shall have occurred which is continuingthe Borrower has not reduced the Commitment pursuant to Section 2.09(b), the Borrower may elect on two (2) occasions prior to increase thirty (30) months after the Effective Date, request that the aggregate of Commitments be increased, so long as the Revolving aggregate Commitments to an amount do not exceeding exceed Three Hundred Million Dollars ($300,000,000.00) (the “Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereofCommitment”), (ii) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) . If the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of requests that the aggregate amount of the Revolving CommitmentsCommitments be increased, (v) the Administrative Agent shall have no obligation use its best efforts to arrangeobtain increased or additional commitments up to the Maximum Commitment, find or locate any Lender or new bank or financial institution and to do so the Administrative Agent may, after first offering the Lenders the opportunity to participate in the increased Commitments, obtain additional lenders of its choice (and approved by Borrower, such approval not to be unreasonably withheld or delayed), and without the necessity of approval from any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Lenders. The Borrower and each Guarantor shall execute an amendment to this Agreement, additional Notes and other documents as the Administrative Agent may reasonably require to evidence the increase of the Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except admission of additional Persons as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsif necessary.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments and the Letter of Credit Commitments shall terminate on the Revolving Maturity Commitment Termination Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; Commitments, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and (ii) the 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 2.102.07 and/or any concurrent cash collateralization of the Letter of Credit Exposure, the sum of the Revolving Exposures Aggregate Credit Exposure would exceed the total Aggregate Revolving Commitments, and (ii) each such reduction shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, Section at least three two 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 Borrower pursuant to this Section shall be irrevocable; provided provided, that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class hereunder shall be permanentpermanent but without prejudice to the rights of the Borrower under paragraph (d) below. Each reduction of the Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At any time prior to the expiration of the Revolving Availability PeriodProvided that immediately before and after giving effect thereto, and so long as no Event of Default shall have occurred which is or would exist and be continuing, the Borrower may elect at any time and from time to time, on or before the Commitment Termination Date referred to in clause (a) of the definition thereof, request any one or more of the Lenders to increase (such decision to be within the aggregate sole and absolute discretion of such Lender) its Revolving Commitment and Letter of Credit Commitment, and/or any other Eligible Assignee reasonably satisfactory to the Administrative Agent and the Borrower, to provide a new Revolving Commitments to Commitment and a new Letter of Credit Commitment, by submitting an amount not exceeding the Maximum Accordion Amount minus any reductions Increase Request in the Revolving Commitments pursuant form of Exhibit F (an “Increase Request”), duly executed by the Borrower and each such Lender or Eligible Assignee, as the case may be. Thereupon, the Administrative Agent shall execute such Increase Request and deliver a copy thereof to Section2.07(b) hereofthe Borrower and each such Lender or Eligible Assignee, provided that as the case may be. Upon execution and delivery of such Increase Request, (i) no Lender in the case of each such Lender, such Lender’s Revolving Commitment shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything increased to the contrary amount set forth in Section 9.02 hereof)such Increase Request, (ii) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to case of each such Eligible Assignee, such Eligible Assignee shall become a party hereto and shall for all purposes of the extent applicableLoan Documents be deemed a “Lender” with a Revolving Commitment in the amount set forth in such Increase Request, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall contemporaneously therewith execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by to the Administrative Agent, any Agent a Note or Notes for each such Eligible Assignee providing a new Revolving Commitment and for such existing Lender or any Lender which is increasing its Revolving CommitmentCommitment provided, however, that:
(ivi) no Lender immediately after giving effect thereto, the Aggregate Revolving Commitments shall not have any right been increased pursuant to decrease its Revolving Commitment as a result this subsection (d) to an amount greater than the sum of such increase of (x) $150,000,000 plus (y) the aggregate amount of the Revolving Commitments, Commitment of each Lender that becomes a Defaulting Lender;
(vii) each such increase shall be in an amount not less than $5,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) the Revolving Commitments shall not be increased on more than three occasions;
(iv) the Administrative Agent shall have no obligation received documents (including, without limitation, one or more opinions of counsel) consistent with those delivered on the Effective Date as to arrangethe corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase;
(v) if Revolving Loans shall be outstanding immediately after giving effect to such increase, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion the Lenders shall, upon the acceptance of such increase in the aggregate committed Increase Request by, and at the direction of, the Administrative Agent, make appropriate adjustments among themselves so that the amount of the Revolving Commitments, and (vi) such option Loans outstanding to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) from any breakage costs incurred by any Lender in connection with of the need to reallocate existing Loans Lenders under this Agreement are allocated among the Lenders following any according to their Commitment Percentages after giving effect to the increase in the Aggregate Revolving Commitments (it being understood and agreed that any reallocation made pursuant to this provision. Except as may otherwise be agreed by clause (v) shall require the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses make payment pursuant to any existing Lenders, new Lenders or the Administrative Agent Section 3.06 with respect to any affected Eurodollar Loans); and
(vi) each such increase in Revolving CommitmentsEligible Assignee shall have delivered to the Administrative Agent and the Borrower an Administrative Questionnaire and all forms, if any, that are required to be delivered by such Eligible Assignee pursuant to Section 3.07(e).
Appears in 1 contract
Samples: Credit Agreement (Hawaiian Electric Industries Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and not less than $25,000,000 and (ii) the 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, the sum of the Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the total Revolving Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of another credit facility or the occurrence of any other credit facilitiesevent, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At any The Borrower may from time prior to time, by written notice to the expiration Administrative Agent, executed by the Borrower and one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Lender”), which may include any Lender, cause the Commitments of the Revolving Availability Period, and so long as no Event of Default shall have occurred which is continuing, the Borrower may elect Increasing Lenders to increase the aggregate of the Revolving be increased (or cause Commitments to be extended by the Increasing Lenders, as the case may be) in an amount not exceeding the Maximum Accordion Amount minus any reductions for each Increasing Lender set forth in the Revolving Commitments pursuant to Section2.07(b) hereof, such notice; provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to the amount of any such increase in writing (but otherwise, no notice to or consent by any Lender the aggregate Commitments shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof)not less than $25,000,000, (ii) the addition aggregate amount of new Lenders increases in Commitments made pursuant to this Section shall not exceed $500,000,000 since the Effective Date and (iii) each Increasing Lender, if not already a Lender hereunder, shall be subject to the terms approval of the Administrative Agent and provisions each Issuing Bank (which approval shall not be unreasonably withheld, delayed or conditioned) and shall execute all such documentation as the Administrative Agent and the Borrower shall specify to evidence the Commitment of such Increasing Lender and its status as a Lender hereunder. Such notice shall set forth the date (the “Increase Effective Date”) on which such increase is requested to become effective, provided that no increase in the Commitments (or in any Commitment of any Lender) or addition of a Increasing Lender shall become effective under this paragraph unless (A) the Administrative Agent shall have received a certificate dated as of the Increase Effective Date and executed by a Financial Officer of the Borrower certifying that the conditions set forth in paragraphs (a) and (b) of Section 9.04 hereof as if 4.02 are satisfied (without giving effect to the parenthetical in such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders paragraph (a)) and (B) to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation received documents consistent with those delivered pursuant to arrangeSection 4.01 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. The Administrative Agent shall notify the Borrower and the Lenders of the Increase Effective Date, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of and such increase in notice shall be conclusive and binding. On the Increase Effective Date, (A) the aggregate committed principal amount of the Revolving Borrowings outstanding (the “Initial Revolving Borrowings”) immediately prior to giving effect to the commitment increase shall be deemed to be repaid, (B) after the effectiveness of the increase in the Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required deemed to have made new Borrowings (the “Subsequent Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (C) each Lender shall pay to the Administrative Agent in same day funds an amount equal to the difference, if positive, between (or x) such Lender’s Applicable Percentage (calculated after giving effect to reimburse such increase) of the Subsequent Revolving Borrowings and (y) such Lender’s Applicable Percentage (calculated without giving effect to such increase) of the Initial Revolving Borrowings, (D) after the Administrative Agent receives the funds specified in clause (C) above, the Administrative Agent shall pay to each applicable Lender forthe portion of such funds that is equal to the difference, if positive, between (1) such Lender’s Applicable Percentage (calculated without giving effect to such increase) of the Initial Revolving Borrowings and (2) such Lender’s Applicable Percentage (calculated after giving effect to such increase) of the amount of the Subsequent Revolving Borrowings, (E) each Lender (including each Increasing Lender) shall be deemed to hold its Applicable Percentage of each Subsequent Revolving Borrowing (each calculated after giving effect to such increase) and (F) the Borrower shall pay each Lender (other than any Increasing Lender that was not a Lender before giving effect to such increase) any and all accrued but unpaid interest on the Initial Revolving Borrowings. The deemed payments made pursuant to clause (A) above in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.15 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs incurred by any Lender in actually result therefrom. In connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving of Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lenderparagraph, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect and the Borrower may, without the consent of any Lender or Issuing Bank, effect such amendments to any such increase this Agreement as may be necessary or appropriate, in Revolving Commitmentsthe opinion of the Administrative Agent and the Borrower, to give effect to the provisions of this paragraph.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the BB Maturity Date and the Revolving Lenders' obligation to make WC Revolving Loans and participate in WC Letters of Credit and WC Swingline Loans shall terminate on the WC Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reducetime, subject to the terms hereof, reduce the Revolving Commitments, provided that each reduction in the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is at least $25,000,000 and an integral multiple of $1,000,000 5,000,000 in excess thereof, and (ii) the Revolving Commitments may not be reduced to less than $25,000,000 unless the Revolving Commitments are reduced to zero and terminated. The 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, the sum of the BB Revolving Exposures Credit Exposure would exceed the total Maximum BB Revolving Available Amount, the Total BB Credit Exposure would exceed the Maximum BB Loan Available Amount, or the WC Credit Exposure would exceed the Maximum WC Revolving Loan Available Amount. After any reduction in the Commitments, the Borrower's option to increase the Commitments provided in Section 2.08(d) shall terminate.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) of this Section, at least three (3) 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of in the Commitments of any Class shall be made ratably among the Lenders of such Class in accordance with their respective Commitments of such Class. A reduction in the outstanding principal balance shall not constitute a reduction in the Commitments without the notice required above being delivered to Administrative Agent as set forth above. Notwithstanding anything herein to the contrary, the Borrower may relinquish its ability to request WC Revolving Loans, WC Letters of Credit, and WC Swingline Loans hereunder, in whole but not in part, by notifying the Administrative Agent of its intention to relinquish such rights at least five (5) Business Days prior to the effective date of such relinquishment. The WC Termination Date shall occur on the date that is at least five (5) Business Days after such notice and on which the Borrower shall repay all outstanding WC Revolving Loans, WC Swingline Loans, and WC LC Disbursements and terminate or cash collateralize all outstanding WC Letters of Credit. From and after such WC Termination Date, the Maximum WC Loan Available Amount shall be $0, and the Borrower shall have no further right to request, and the Lenders and Issuing Bank shall have no further obligation to make (or participate in) WC Revolving Loans, WC Letters of Credit or WC Swingline Loans.
(d) At any time prior to Increase in the expiration of the Revolving Availability Period, and so long as Total Commitment.
(i) Provided no Default or Event of Default shall have occurred which is continuingthen be in existence, the Borrower may shall have the right, on one or more occasions, to elect to increase the aggregate of Total Commitment, which increase shall be allocated at the Borrower's request to the Revolving Commitments to an amount not exceeding or one or more tranches of new term loan commitments (the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof"Term Loan Commitments"); provided, provided however, that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to the amount of each such increase shall not be less than Ten Million Dollars ($10,000,000) or in writing increments of Five Million Dollars (but otherwise$5,000,000) in excess thereof, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), and (ii) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of all such increases shall not cause the Revolving Commitments, Total Commitment to exceed Three Hundred Fifty Million Dollars (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once$350,000,000). The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in In connection with the need an increase to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provisionSection, the Borrower may also elect to increase the WC Sublimit; provided that (i) any increase to the WC Sublimit may not exceed an amount equal to 50% of any concurrent increase to the Total Revolving Commitment, and (ii) the WC Sublimit shall not exceed Thirty Five Million Dollars ($35,000,000) at any time. Except Such right to request increases to the Total Commitment may be exercised by the Borrower by written notice (an "Increase Notice") to the Administrative Agent, which election shall designate the requested increase in the Total Commitment. Upon receipt of any Increase Notice, the Administrative Agent shall consult with the Lead Arranger and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an additional Commitment in connection with such increase in the Total Commitment (which shall be in addition to the fees to be paid to Administrative Agent or Lead Arranger pursuant to the Fee Letter). If the Borrower agrees to pay the facility fees so determined, then the Agent promptly shall send a notice to all Lenders (the "Additional Commitment Request Notice") informing them of the Borrower's request to increase the Total Commitment and of the facility fees to be paid with respect thereto and, with respect to any Term Loan Commitments, the proposed terms thereof. At the time of sending such Additional Commitment Request Notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders), and each Lender shall endeavor to respond as may otherwise promptly as possible within such time period. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment (which decision shall be agreed in its sole discretion) and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders' responses to each request made hereunder. If the requested increase is oversubscribed then the Administrative Agent and the Lead Arranger shall allocate the Commitment increase among the Lenders who agree provide such Commitments on such basis mutually acceptable to each of the Borrower, Administrative Agent and the Lead Arranger. If the additional Commitments so provided by the Lenders are not sufficient to provide the full amount of the Commitment increase requested by the Borrower, then the Administrative Agent and the Lead Arranger shall use best efforts to, and Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be reasonably acceptable to Administrative Agent, the Lead Arranger and the Borrower) to become a Lender and provide an additional Commitment upon execution and delivery by the Borrower and such Lender of an instrument in form and substance reasonably satisfactory to the Administrative Agent to effect such increase. If the Total Commitment is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the "Increase Effective Date") and the final allocation of each Lender's increased Commitments. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase, the revised Applicable Percentages, and the Increase Effective Date. In no event shall any Lender be obligated to provide an additional Commitment.
(ii) The Borrower may elect to effect any increase in the Total Commitment by requesting one more tranches of Term Loan Commitments and Term Loans. The Term Loan Commitments shall be effected pursuant to one or more Term Loan Amendments executed and delivered by the Borrower, the Term Loan Lenders, as applicable, and the Administrative Agent. All Term Loan Commitments and Term Loans shall (A) mature on the BB Maturity Date (including any extensions thereof), (B) bear interest at the rate provided in this Agreement, (C) not require scheduled amortization prior to the BB Maturity Date but may permit voluntary prepayment (subject to sub-clause (D) hereof), and (D) not rank higher than pari passu in right of payment and with respect to security with all Revolving Loans and any other existing Term Loans or have different borrower or guarantors as the Borrower and Guarantors with respect to all other Obligations. Each Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as are consistent with this SECTION 2.08(d) and may be necessary or appropriate, in the opinion of the Agent, to effect the provisions of this SECTION 2.08(d) with respect thereto. On any Increase Effective Date on which any Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each applicable LenderTerm Loan Lender shall make a Loan to the Borrowers (a "Term Loan") in an amount equal to its Term Loan Commitment as of such date, and (ii) each Term Loan Lender shall become a Lender hereunder with respect to the Term Loan Commitment and the Term Loans made pursuant thereto.
(iii) As a condition precedent to such increase, the Borrower shall not be required (x) deliver to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date signed by an Authorized Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article 3 and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.08(d), the representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent statements furnished to the Administrative Agent, and (B) no Default or Event of Default exists, (y) pay (A) to the Administrative Agent those fees described in and contemplated by the Fee Letter with respect to the applicable increase in the Total Commitment, and (B) to the Lead Arranger such facility fees as the Lenders who are providing an additional Commitment may require to increase the aggregate Commitment, and (z) execute and deliver to Administrative Agent and the Lenders such additional documents, instruments, certifications and opinions as the Administrative Agent may reasonably require, including, without limitation, a Compliance Certificate, demonstrating compliance with all covenants set forth in the Loan Documents after giving effect to the increase, and the Borrower shall pay the cost of any updated UCC searches and any and all intangible taxes or other' taxes, assessments or charges or any similar fees, taxes or reasonable and documented out-of-pocket expenses which are reasonably requested by the Agent in connection with such increase.Upon any Increase Effective Date, the Agent may unilaterally revise Schedule 1.01 and the Borrower shall, if requested by any such Lender, execute and deliver to the Administrative Agent new Notes for each Lender whose Commitment has changed or who has provided a new Commitment so that the principal amount of such Lender's Note(s) shall equal its aggregate Commitment.
(iv) Existing Revolving Lenders may, as necessary, receive a prepayment of amounts of the Revolving Loans outstanding on the Increase Effective Date to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any non-ratable increase in the Revolving Commitments under this Section, which prepayment shall be accomplished by the pro rata funding required of the Revolving Lender(s) issuing new or increased Revolving Commitments.
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Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower Agent may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $US$1,000,000 and not less than US$5,000,000 and (ii) the Borrower Agent shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, the sum of the total Revolving Credit Exposures plus the total Competitive Loan Exposures would exceed the total Commitments or the aggregate Revolving Credit Exposures would exceed the aggregate Commitments.
(c) The Borrower Agent shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, 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 other Agents and the applicable Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Agent may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Agent (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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(di) At any time prior The Borrower Agent may, by written notice to the expiration Administrative Agent, request that the total Commitments be increased (a “Commitment Increase”) by an amount of not less than US$25,000,000; provided that the aggregate amount of increases pursuant to this paragraph shall not exceed US$250,000,000. Such notice shall set forth the amount of the Revolving Availability Periodrequested increase and the date (the “Increase Effective Date”) on which such increase is requested to become effective (which shall be not less than 10 Business Days or more than 30 days after the date of such notice), and shall offer each Lender holding a Commitment the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each such Lender shall, by notice to the Borrower Agent and the Administrative Agent given not more than 5 Business Days after the date of the Borrower Agent notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so long as no Event agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of Default 5 Business Days shall be deemed to have declined to increase its Commitment) (each Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that on the 5th Business Day after the Borrower Agent shall have occurred which is continuingdelivered a notice pursuant to the first sentence of this paragraph the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower Agent, the Borrower Agent may elect arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Lender, to increase extend Commitments in an aggregate amount equal to the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, unsubscribed amount; provided that (i) no each Augmenting Lender, if not already a Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwisehereunder, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), (ii) the addition of new Lenders shall be subject to the terms and provisions approval of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, each Issuing Bank and the Swingline Lender (which approvals shall not be unreasonably withheld) and the Credit Parties and each Augmenting Lender shall execute all such documentation as the Administrative Agent and the Borrower Agent shall reasonably specify to evidence the Commitment of such Augmenting Lender and/or its status as a Lender hereunder.
(ii) On any new Lender or any Lender which is increasing its Revolving CommitmentIncrease Effective Date, (ivA) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate principal amount of the Revolving CommitmentsLoans outstanding under which a Commitment Increase will become effective (the “Initial Loans”) immediately prior to giving effect to the applicable Commitment Increase on the Increase Effective Date shall be deemed to be repaid, (vB) after the effectiveness of the Commitment Increase, the Borrowers holding Commitments shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (C) each Lender shall pay to the Applicable Agent in same day funds in the relevant currencies an amount equal to the difference, if positive, between (x) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (y) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) of the Initial Loans, (D) after the Applicable Agent receives the funds specified in clause (C) above, the Applicable Agent shall pay to each Lender the portion of such funds that is equal to the difference, if positive, between (1) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) of the Initial Loans and (2) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (E) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (F) each applicable Borrower shall pay each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (A) above in respect of each Eurocurrency Loan shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.16 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result therefrom.
(iii) Notwithstanding the foregoing, an increase in the Commitments (or in any Commitment of any Lender) or addition of an Augmenting Lender shall become effective under this Section only if (A) on the date of such increase, the conditions set forth in paragraph (f) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower Agent and (B) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount received (with sufficient copies for each of the Revolving Commitments, and (viLenders) such option documents consistent with those delivered pursuant to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender forSection 4.03(b) any breakage costs incurred by any Lender in connection with the need designation of a new Borrowing Subsidiary as to reallocate existing Loans among the Lenders following any increase in corporate power and authority of the Revolving Commitments pursuant applicable Borrowers to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required borrow hereunder after giving effect to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsincrease.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedUpon at least three Business Days’ prior irrevocable written or telecopy notice to the Administrative Agent, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower Viacom may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Commitments of any ClassCommitments; provided provided, however, that (i) each partial reduction of the Commitments of any Class shall be in an a minimum principal amount that is an of $5,000,000 and in integral multiple multiples of $1,000,000 in excess thereof and (ii) the Borrower no such termination or reduction shall not terminate or reduce the Revolving Commitments be made if, after giving effect thereto and to any concurrent prepayment prepayments of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the total Revolving Commitments.
(c) The 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 made on the effective date thereof. Promptly following receipt , (x) the Outstanding Revolving Extensions of Credit of any notice, Lender would exceed such Lender’s Commitment then in effect or (y) the Total Facility Exposure would exceed the Total Commitment then in effect. The Administrative Agent shall promptly advise the Lenders of the contents thereof. Each any notice delivered by the Borrower given pursuant to this Section shall be irrevocable; 2.13(a).
(b) Except as otherwise provided that a notice of termination of in Section 2.21, each reduction in the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective Commitments. Viacom agrees to pay to the Administrative Agent for the account of the Lenders, on the date of termination or reduction of the Commitments, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued through the date of such Classtermination or reduction.
(c) Upon a decrease, pursuant to Section 2.13(a) or (b), in the Commitments, Viacom may decrease the Total Multi-Currency Sublimit and/or the Multi-Currency Sublimit with respect to any or all Multi-Currencies, in each case in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof. No such termination or reduction shall be made if, after giving effect thereto and to any prepayments of the Loans made on the effective date thereof, (i) the Multi-Currency Sublimit with respect to each applicable Multi-Currency would be less than the Multi-Currency Revolving Loans outstanding in such Multi-Currency at such time or (ii) the Total Multi-Currency Sublimit would be less than the outstanding principal amount of Multi-Currency Revolving Loans at such time.
(d) At Viacom shall have the right at any time and from time to time to increase the Total Commitment to an aggregate amount not to exceed $2,500,000,000 (i) by requesting that one or more banks or other financial institutions not a party to this Agreement become a Lender hereunder or (ii) by requesting that any Lender already party to this Agreement increase the amount of such Lender’s Commitment; provided, that the addition of any bank or financial institution pursuant to clause (i) above shall be subject to the consent of the Administrative Agent and each Issuing Lender (which consent shall not be unreasonably withheld); provided further, that the Commitment of any bank or other financial institution pursuant to clause (i) above shall be in an aggregate principal amount at least equal to $10,000,000; provided further, that the amount of the increase of any Lender’s Commitment pursuant to clause (ii) above shall be in an aggregate principal amount at least equal to $10,000,000.
(e) Any additional bank, financial institution or other entity which elects to become a party to this Agreement and obtain a Commitment pursuant to subsection (d) of this Section 2.13 shall execute a new lender supplement in substantially the form of Exhibit G hereto (a “New Lender Supplement”) with Viacom and the Administrative Agent, whereupon such bank, financial institution or other entity (herein called a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1 shall be deemed to be amended to add the name and Commitment of such New Lender.
(f) Any increase in the Total Commitment pursuant to subsection (d)(ii) of this Section 2.13 shall be effective only upon the execution by the applicable Lender and Viacom of a commitment increase letter in substantially the form of Exhibit H hereto (a “Commitment Increase Letter”), which Commitment Increase Letter shall be delivered by Viacom or such Lender to the Administrative Agent not less than five (5) Business Days prior to the expiration applicable Commitment Increase Date and shall specify (i) the amount of the Revolving Availability Periodincrease in the Commitment of such Lender and (ii) the date such increase is to become effective. Upon its receipt of such Commitment Increase Letter executed by such Lender and Viacom, the Administrative Agent shall accept such Commitment Increase Letter and so long as record the information contained therein in the Register.
(g) Any increase in the Total Commitment pursuant to this Section 2.13 shall not be effective unless:
(i) no Default or Event of Default shall have occurred which is continuing, and be continuing on the Borrower may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no Lender shall be required to increase its Revolving applicable Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), Increase Date;
(ii) each of the addition of new Lenders representations and warranties made by Viacom and the Subsidiary Borrowers in Sections 3.1, 3.2, 3.4, 3.5 and 3.6 shall be subject to true and correct in all material respects on such Commitment Increase Date with the terms same effect as though made on and provisions as of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (date, except to the extent applicable, i.e. required approvals, minimum amounts such representations and the like), warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; and
(iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation received each of (A) a certificate of the corporate secretary or assistant secretary of the Borrowers as to arrangethe taking of any corporate action necessary in connection with such increase and (B) an opinion or opinions of general counsel to the Borrowers as to their corporate power and authority to borrow hereunder after giving effect to such increase and such other matters relating thereto as the Administrative Agent and its counsel may reasonably request. Each notice requesting an increase in the Total Commitment pursuant to this Section 2.13 shall constitute a certification to the effect set forth in clauses (i) and (ii) of this Section 2.13(g).
(h) On each Commitment Increase Date, find each New Lender and each Lender that has delivered a Commitment Increase Letter, in each case whose new Commitment or locate any Lender or new bank or financial institution to participate in any unsubscribed increased Commitment becomes effective on such date, shall purchase by assignment from the other Lenders such portion of the Loans (if any) owing to them as shall be designated by the Administrative Agent such that, after giving effect to all such purchases and assignments, the outstanding Loans owing to each Lender shall equal such Lender’s Revolving Credit Percentage (calculated after giving effect to such increase in the Total Commitment) of the aggregate committed amount of the Revolving Commitments, and (vi) such option Loans owing to increase the Revolving Commitments may only be exercised onceall Lenders. The Borrower purchases and assignments pursuant to this subsection (h) shall be deemed to have been accomplished in accordance with Section 9.4(b).
(i) No Lender shall at any time be required to pay (agree to a request of Viacom to increase its Commitment or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsobligations hereunder.
Appears in 1 contract
Samples: Credit Agreement (Viacom Inc.)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower Company may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 the Borrowing Multiple and not less than the Borrowing Minimum, in each case for Borrowings denominated in US Dollars and (ii) the Borrower Company shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.10, the sum aggregate amount of the Revolving Exposures would exceed the total Revolving aggregate amount of Commitments.
(c) The Borrower Company shall notify the Administrative Facility Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, 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 such notice, the Administrative Facility Agent shall advise the other Agent and the applicable Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by a Responsible Officer of the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Facility Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each Subject to Section 2.20(d), each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At any time prior (i) The Company may on one or more occasions, by written notice to the expiration Facility Agent signed by a Responsible Officer of the Revolving Availability PeriodCompany and one or more financial institutions (any such financial institution referred to in this paragraph (d) being called an “Increasing Lender”), and so long as no Event of Default shall have occurred which is continuingmay include any consenting Lender, cause Commitments to be extended by the Borrower may elect to increase Increasing Lenders (or cause the aggregate Commitments of the Revolving Commitments Increasing Lenders to an amount not exceeding be increased, as the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, case may be); provided that (iA) at no Lender time shall be required the aggregate amount of all extensions of new Commitments and increases in existing Commitments effected pursuant to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing this paragraph (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof)d) exceed $100,000,000, (iiB) the addition of new Lenders each Increasing Lender, if not already a Lender hereunder, shall be subject to the terms and provisions approval of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders Facility Agent (to the extent applicable, i.e. required approvals, minimum amounts and the likewhich approval shall not be unreasonably withheld), (iiiC) each Increasing Lender, if not already a Lender hereunder, shall execute all such documentation as the Facility Agent shall reasonably specify to evidence the Commitment of such Increasing Lender and/or its status as a Lender hereunder and (D) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence election of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitmentto become an Increasing Lender shall be in the sole discretion of such Lender, (iv) and no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option agree to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsits Commitment hereunder.
Appears in 1 contract
Samples: Credit Agreement (Pall Corp)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or only reduce the Commitments without the prior written consent of the Administrative Agent and all of the Lenders in the following circumstances: the Borrower may from time to time reducereduce the Commitments, provided that each reduction in the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is at least $5,000,000 and an integral multiple of $1,000,000 500,000, and (ii) the total Commitments may not be reduced to less than an aggregate of $50,000,000 unless the Commitments are reduced to zero and terminated. The 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, the sum of the total Revolving Credit Exposures would exceed the total Revolving Maximum Loan Available Amount as reduced. After any reduction in the Commitments, the Borrower’s option to increase the Commitments provided in Section 2.08(d) shall terminate.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) of this Section, at least three (3) 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of in the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At any time So long as the Borrower is not then in Default, and the Borrower has not previously decreased the Commitments under Section 2.08(b), the Borrower may, prior to January 14, 2017, request that the expiration of the Revolving Availability PeriodCommitments be increased, and so long as no Event (a) each increase is in a minimum amount of Default shall have occurred which is continuing, $10,000,000.00 and an integral multiple of $5,000,000 (or such smaller amounts as the Borrower Administrative Agent may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereofapprove), (iib) the Borrower has not previously reduced the Commitments, and (c) the aggregate Commitments do not exceed $500,000,000.00 (the “Maximum Commitment”). If the Borrower requests that the total Commitments be increased, the Administrative Agent shall use its best efforts to obtain increased or additional commitments up to the Maximum Commitment, and to do so the Administrative Agent may obtain additional lenders of its choice (and approved by Borrower, such approval not to be unreasonably withheld or delayed), and without the necessity of approval from any of the Lenders. The Borrower and each other Credit Party shall execute an amendment to this Agreement, additional Notes and other documents as the Administrative Agent may reasonably require to evidence the increase of the Commitments, the addition of new Lenders shall be subject Real Property to the terms and provisions of Section 9.04 hereof as Unencumbered Pool, if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such admission of additional or replacement Notes and such other documentation (including evidence of proper authorization) Persons as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsif necessary.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving their respective Maturity DateDate(s).
(b) The Borrower may at any time terminateonly reduce the Revolving Commitments, or without the prior written consent of the Administrative Agent and all of the Lenders, in the following circumstances: the Borrower may from time to time reducereduce the Revolving Commitments, the Commitments of any Class; provided that (i) each reduction of in the Revolving Commitments of any Class shall be in an amount that is at least $25,000,000 and an integral multiple of $1,000,000 5,000,000, and (ii) the Revolving Commitments may not be reduced to less than $100,000,000 unless the Revolving Commitments are reduced to zero and terminated. The 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, the sum of the total Revolving Credit Exposures would exceed the total Maximum Loan Available Amount less the outstanding balance of all of the Term Loans. After any reduction in the Revolving Commitments, the Borrower’s option to increase the Commitments provided in Section 2.08(d) shall terminate.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (bSection 2.08(b) of this Section, at least three (3) 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 Revolving Commitments of any Class shall be permanent. Each reduction of in the Revolving Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. A reduction in the outstanding principal balance shall not constitute a reduction in the Revolving Commitments of such Classwithout the notice required above being delivered to Administrative Agent as set forth above.
(d) At any time prior to the expiration of the Revolving Availability Period, and so long as Provided no Default or Event of Default shall have occurred which is continuingthen be in existence, the Borrower may shall have the right, on one or more occasions, to elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereofTotal Commitments; provided, provided however, that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to the amount of each such increase shall not be less than Twenty-Five Million Dollars ($25,000,000) or in writing increments of Twenty-Five Million Dollars (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth $25,000,000) in Section 9.02 hereof)excess thereof, (ii) the aggregate amount of all such increases shall not cause the Total Commitments to exceed Eight Hundred Fifty Million Dollars ($850,000,000), and (iii) any such requests for an increase in the Total Commitment must be received at least fifteen (15) Business Days prior to the then applicable Revolving Loan Maturity Date or Term Loan Maturity Date. Any such increase in the Total Commitment shall be exercised by the Borrower by written notice to the Administrative Agent, which election shall designate the requested increase in the Total Commitment; provided further, however, at Borrower’s option, Borrower may request that any such requested increase in the amount of the Total Commitments be effected through an increase in the Revolving Commitments, an increase in the Term Commitments, or the addition of one or more new Lenders term loan facilities provided any such new term facilities shall satisfy the Incremental Conditions (and, in such event, all references in this Section 2.08 to any increase in the Commitments (or any Revolving Commitment or Term Commitment), as and to the extent applicable at any time, shall be deemed and construed to mean and refer to any such increased or incremental new term loan commitment in the amount of such increase, mutatis mutandis), subject further, however, (1) to the continued applicability of the terms and provisions of this Section 9.04 hereof 2.08 and (2) in addition to the items specified below, the prior execution and delivery by the Credit Parties of such other and further agreements, instruments, and documents which Administrative Agent may then require in its sole but reasonable determination to effect any such term loan commitment in the amount of such increase. Any new term loan facility shall have a maturity no earlier than the Term Loan Maturity Date. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders), and each Lender shall endeavor to respond as promptly as possible within such time period. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment (which decision shall be in its sole discretion) and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld, conditioned or delayed), to the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Borrower, the Arranger, in consultation with the Borrower, will use its best efforts to arrange for other financial institutions to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Commitment requested by the Borrower and not accepted by the existing Lenders, and the Borrower may also invite additional lenders approved by the Administrative Agent (provided that no approval of the Administrative Agent shall be required if such new lender is an Affiliate of a Lender or an Approved Fund) to become Lenders, in each case, pursuant to a joinder agreement (each a “Lender Joinder Agreement”) in form and substance reasonably satisfactory to the Administrative Agent and its counsel. If the Total Commitment is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of each Lender’s increased Commitments among any new tranche of term loans and the Revolving Loan. The Administrative Agent shall promptly notify the Borrower and the Lenders were acquiring of the final allocation of such increase (with such increase being pro rata among existing Lenders choosing to increase their Commitments) and the Increase Effective Date and Section 2.01 shall be deemed modified, without further action, to reflect the revised Commitments and Applicable Percentages of the Lenders. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date signed by an interest Authorized Officer of the Borrower (x) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (y) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article 6 and the other Loan Documents are true and correct in all material respects (except that in the Loans case of any representation and warranty qualified by assignment from an existing Lenders (materiality, they shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent applicablethat such representations and warranties specifically refer to an earlier date, i.e. required approvalsin which case they are true and correct in all material respects as of such earlier date, minimum amounts and the likeexcept that for purposes of this Section 2.08(d), the representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent statements furnished to the Administrative Agent, and (B) no Default or Event of Default exists or would result therefrom, (ii) the Borrower and each new Lender shall have executed and delivered a Lender Joinder Agreement and such other amendments, instruments, documents and agreements as the Administrative Agent may reasonably have requested to implement the increase; (iii) the Borrower shall execute have paid such arrangement fees to the Arranger as the Borrower and deliver such additional or replacement Notes and such other documentation the Arranger may agree; (including evidence of proper authorizationiv) as may be reasonably if requested by the Administrative Agent, any new Lender the Borrower shall deliver to the Administrative Agent and the Lenders an opinion or any Lender which is increasing its Revolving Commitmentopinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Agent and dated such date; and (ivv) no Lender shall have any right to decrease its Revolving Commitment Default or Event of Default exists. Existing Lenders may, as necessary, receive a result prepayment of such increase of the aggregate amount amounts of the Revolving Commitments, (v) Loan outstanding on the Administrative Agent shall have no obligation Increase Effective Date to arrange, find or locate the extent necessary to keep the outstanding Revolving Loan ratable with any Lender or new bank or financial institution to participate in revised Revolving Loan Applicable Percentages arising from any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any non-ratable increase in the Revolving Commitments pursuant to under this provisionSection, which prepayment shall be accomplished by the pro rata funding required of the Lender(s) issuing new or increased Commitments. Except The amount of any increase in any of the Term Loans or new tranche of term loans will be funded on such Increase Effective Date or as may otherwise be agreed by the Borrower and any applicable LenderBorrower, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any and the applicable Lenders providing such increase in Revolving Commitmentsincrease.
Appears in 1 contract
Samples: Credit Agreement (SmartStop Self Storage REIT, Inc.)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the 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 2.102.11, the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At any time prior On up to the expiration of the Revolving Availability Period, and so long as no Event of Default shall have occurred which is continuingsix occasions, the Borrower may elect may, from time to time, at its option, seek to increase the aggregate of the Revolving total Commitments by up to an aggregate amount not exceeding of $150,000,000 (resulting in maximum total Commitments of $300,000,000) upon at least three (3) Business Days’ prior written notice to the Maximum Accordion Amount minus Administrative Agent, which notice shall specify the amount of any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no Lender such increase and shall be required to delivered at a time when no Default has occurred and is continuing. After delivery of such notice, the Administrative Agent or the Borrower, in consultation with the Administrative Agent, may offer the increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent which may be declined by any Lender shall be required, notwithstanding anything in its sole discretion) in the total Commitments on either a ratable basis to the contrary Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent and the Borrower. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrower shall have delivered to the Administrative Agent a document (which shall include the Borrower’s representation that the conditions set forth in Section 9.02 hereof)4.02 are then satisfied) in form and substance reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrower accepts such incremental Commitments. Upon the effectiveness of any increase in the total Commitments pursuant hereto, (i) each Lender (new or existing) shall be deemed to have accepted an assignment from the existing Lenders, and the existing Lenders shall be deemed to have made an assignment to each new or existing Lender accepting a new or increased Commitment, of an interest in each then outstanding Revolving Loan (in each case, on the terms and conditions set forth in the Assignment and Assumption) and (ii) the addition Swingline Exposure and LC Exposure of the existing and new Lenders shall be subject automatically adjusted such that, after giving effect to such assignments and adjustments, all Revolving Credit Exposure hereunder is held ratably by the Lenders in proportion to their respective Commitments. Assignments pursuant to the terms preceding sentence shall be made in exchange for the principal amount assigned plus accrued and provisions unpaid interest and commitment and letter of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the credit fees. The Borrower shall execute and deliver make any payments under Section 2.16 resulting from such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of assignments. Any such increase of the aggregate amount of the Revolving Commitments, (v) total Commitments shall be subject to receipt by the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion from the Borrower of such increase in the aggregate committed amount of the Revolving Commitmentssupplemental opinions, resolutions, certificates and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except other documents as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsmay reasonably request.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Datelast Business Day of the Availability Period.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided PROVIDED that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 1,000,000, and (ii) the 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 SECTION 2.10, the sum of the Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the total Revolving Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph PARAGRAPH (bB) of this Section, 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 Borrower pursuant to this Section shall be irrevocable; provided PROVIDED that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At any time prior to the expiration of the Revolving Availability Period, and so long as PROVIDED that no Event of Default shall have occurred which is and be continuing, the Borrower may elect shall have the right, without the consent of the Lenders but subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld), to effectuate from time to time an increase in the total of the Commitments by adding to this Agreement one or more commercial banks or other financial institutions approved by the Administrative Agent (who shall meet all criteria for Eligible Assignees and who shall, upon completion of the requirements stated in this paragraph, constitute Lenders hereunder), or by allowing one or more Lenders to increase its Commitment hereunder, so that such added and increased Commitments shall equal the aggregate increase in the total of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments effectuated pursuant to Section2.07(b) hereof, provided this paragraph; PROVIDED that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice Commitments pursuant to or consent by any Lender this paragraph shall be required, notwithstanding anything to result in an increase in excess of $70,000,000 in the contrary set forth in Section 9.02 hereof)total of the Commitments, (ii) the addition of new Lenders no Lender's Commitment shall be subject to increased without the terms consent of such Lender, and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) on the effective date of any such increase in the total of the Commitments, there are no outstanding Eurodollar Loans. The Borrower and each other Loan Party shall execute an amendment to this Agreement, additional Notes and deliver all such other documents as the Administrative Agent may reasonably require to evidence any such increase and such additional or replacement Notes changed Commitments and the admission of additional Persons as Lenders, and each party hereto hereby consents to the amendment of this Agreement to reflect any such increase and such additional or changed Commitments. The Borrower shall give the Administrative Agent three Business Days' notice of the Borrower's intention to increase the total of the Commitments pursuant to this paragraph. Such notice shall specify each new commercial bank or other financial institution, if any, the changes in amounts of Commitments that will result, and such other documentation (including evidence of proper authorization) information as may be is reasonably requested by the Administrative Agent. Each new commercial bank or other financial institution, any new and each Lender or any Lender which is increasing agreeing to increase its Revolving Commitment, (iv) no Lender shall have any right execute and deliver to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent and the Borrower a document satisfactory to the Administrative Agent and the Borrower pursuant to which it becomes a party hereto or increases such Commitment, as the case may be, which document, in the case of a new commercial bank or other financial institution, shall have no obligation (among other matters) specify the domestic lending office and Eurodollar lending office of such new commercial bank or other financial institution, and shall deliver to arrangethe Administrative Agent an Administrative Questionnaire. Such documents of the nature referred to in this paragraph shall be furnished to the Administrative Agent in form and substance as may be reasonably required by it. Upon the execution and delivery of such documents, find or locate any Lender or such new commercial bank or financial institution to participate in any unsubscribed portion of shall constitute a "Lender" under this Agreement with a Commitment as specified therein, or such Lender's Commitment shall increase in as specified therein, as the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments case may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsbe.
Appears in 1 contract
Samples: Credit Agreement (Stewart & Stevenson Services Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower Company may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $US$1,000,000 and not less than US$5,000,000 and (ii) the Borrower Company shall not terminate or reduce the Revolving Commitments if, after giving effect to thereto and any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, the sum of the Revolving Credit Exposures and the Competitive Loan Exposure would exceed the total Revolving Commitments.
(c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, 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 Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At If a Change in Control occurs,
(i) the Company shall promptly (and in any time prior event within two (2) days) notify the Administrative Agent thereof (and the Administrative Agent shall promptly forward such notice to the expiration of the Revolving Availability Period, and so long as no Event of Default shall have occurred which is continuing, the Borrower may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that Lenders);
(iii) no Lender shall be required obligated to increase fund any Loans and no Issuing Bank shall be obligated to issue, amend, renew, extend or otherwise modify any Letters of Credit during the below-defined “Change of Control Period”;
(iii) a Lender may notify the Administrative Agent and the Company in writing that its Revolving Commitment unless should be terminated and all amounts due and payable to it should be paid (such a Lender, an “Electing Lender”). An Electing Lender shall have expressly agreed twenty (20) days from the date on which such Change of Control occurs (such twenty-day period, the “Commitment Termination Election Period”) to deliver such notice to the Administrative Agent and the Company. A Lender that does not deliver such a notice by the end of the Commitment Termination Election Period shall continue to maintain its Commitment, and amounts shall continue to be due and payable in respect of such Lender in accordance with the terms of this Agreement. At the end of the Commitment Termination Election Period, the Administrative Agent shall notify the Lenders and the Company as to the number of Electing Lenders (including identifying such Electing Lenders specifically) and the amounts of their Commitments. On the twentieth day to occur after the end of the Commitment Termination Election Period (such twentieth day, the “Commitment Reduction Date”; and the twenty-day period ending on such date, taken together with the Commitment Termination Election Period, the “Change of Control Period”), the Commitments of such Electing Lenders shall be terminated automatically and without further action by any party hereto, and the Company shall repay all amounts owing to each such Electing Lender (including, without limitation, all principal, interest and fees then due and payable to such increase Electing Lender) unless prior to the Commitment Reduction Date, a non-Electing Lender or another assignee assumes the obligations of the Electing Lender in writing (but otherwiseaccordance with the terms set forth in Section 2.19(b), no notice to or consent by any in such case the Electing Lender shall so assign and delegate without recourse (in accordance with and subject to Section 10.04) prior to the end of the Change of Control Period. To the extent such Electing Lender’s interest are not so assigned, failure to make such payments by Company to such Electing Lender shall constitute an immediate Event of Default. Such Electing Lenders shall no longer constitute Lenders hereunder on and after the Commitment Reduction Date and the payment of such amounts in full. In addition, the Company, after giving effect to all assignments during the Change of Control Period, on the Commitment Reduction Date, shall cash collateralize all outstanding Letters of Credit in such an amount that is sufficient to cause the aggregate principal amount of all Revolving Credit Exposures to be required, notwithstanding less than or equal to the aggregate Commitments. Notwithstanding the foregoing or anything to the contrary set forth herein, (i) if a Default or Event of Default occurs or is otherwise continuing during a Change of Control Period, no election hereunder may be made or shall be given effect, and all Lenders shall remain subject hereto pursuant to the terms hereof (with the understanding that a new Change of Control Period may begin on the date such Default or Event of Default is waived, if waived at all) and (ii) no Defaulting Lender shall be entitled to deliver a notice under this Section 2.08(d) or otherwise constitute an Electing Lender entitled to payments hereunder or a termination of its Commitment pursuant hereto.
(e) So long as no Default or Event of Default has occurred and is continuing (including on the Effective Date), the Company may from time to time, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) executed by the Company and one or more financial institutions (which may include any Lender) that are willing to extend a Commitment or, in the case of any such financial institution that is already a Lender, to increase its Commitment (any such financial institution referred to in this Section 9.02 hereofbeing called an “Increasing Lender”), cause the total Commitments to be increased by such new or incremental Commitments of the Increasing Lenders, in an amount for each Increasing Lender as set forth in such notice; provided that (i) the aggregate principal amount of any increase in the total Commitments made pursuant to this Section shall not be less than US $50,000,000 and the aggregate principal amount of all such increases shall not exceed US$400,000,000, (ii) the addition of new Lenders each Increasing Lender, if not already a Lender hereunder, shall be subject to the terms prior written approval of the Company, the Administrative Agent and provisions each of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders Issuing Banks (to the extent applicable, i.e. required approvals, minimum amounts which approval shall not be unreasonably withheld or delayed) and the like), (iii) the Borrower each Increasing Lender, if not already a Lender hereunder, shall execute become a party to this Agreement by completing and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by delivering to the Administrative AgentAgent a duly executed Accession Agreement. New Commitments and increases in Commitments created pursuant to this Section shall become effective (A) in the case of an Increasing Lender already a Lender under this Agreement, on the date specified in the applicable notice delivered pursuant to this Section and (B) in the case of an Increasing Lender not already a Lender under this Agreement, on the effective date of the applicable Accession Agreement. Upon the effectiveness of any new Accession Agreement to which any Increasing Lender or any Lender which is increasing its Revolving Commitmenta party, (iv) no such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereto, Schedule 2.01 shall be deemed to have any right been amended to decrease its Revolving reflect the increased Commitment as a result of such Lender. Notwithstanding the foregoing, no increase of in the aggregate amount Commitments (or in the Commitment of the Revolving Commitments, any Lender) shall become effective under this Section unless (vi) the Administrative Agent shall have no obligation received documents consistent with those delivered under paragraphs (b) and (c) of Section 4.01 as to arrangethe corporate power and authority of the Borrowers to borrow hereunder after giving effect to such increase and (ii) on the date of such increase, find the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase and without giving effect to the parenthetical in Section 4.02(a)) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any extension of a new Commitment or locate increase of a Lender’s Commitment pursuant to this paragraph, any Lender or new bank or financial institution Loans outstanding prior to participate in any unsubscribed portion the effectiveness of such increase in or extension shall continue outstanding until the aggregate committed amount ends of the Revolving Commitmentsrespective Interest Periods applicable thereto, and (vishall then be repaid and, if the Borrowers shall so elect, refinanced with new Revolving Loans made pursuant to Section 2.01(a) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender ratably in connection accordance with the need to reallocate existing Loans among the Lenders Commitments in effect following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront such extension or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsincrease.
Appears in 1 contract
Samples: Credit Agreement (Brown Forman Corp)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Facility Commitments, the Designated Currency Commitments and the Yen Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall each terminate on the Revolving Maturity Date.
(b) The Borrower Company may at any time terminate, or from time to time reduce, the Facility Commitments, the Designated Currency Commitments of any Classor the Yen Commitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the Borrower Company shall not terminate or reduce (A) the Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Credit Exposures plus the total Competitive Loan Exposures would exceed the total Facility Commitments, (B) the Designated Currency Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the aggregate principal amount of the outstanding Revolving Designated Currency Loans would exceed the total Designated Currency Commitments, or (C) the Yen Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the aggregate principal amount of the outstanding Revolving Yen Loans would exceed the total Yen Commitments.
(c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Facility Commitments, the Designated Currency Commitments or the Yen Commitments under paragraph (b) of this Section, Section at least three one Business Days Day (or, to the extent a concurrent prepayment of Loans is required in accordance with Section 2.10, upon the minimum advance notice required in connection with such prepayment under such Section) 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 Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Facility Commitments, the Designated Currency Commitments or the Yen Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 Facility Commitments, the Designated Currency Commitments of any Class or the Yen Commitments shall be permanent. Each reduction of the Facility Commitments, the Designated Currency Commitments of any Class or the Yen Commitments shall be made ratably among the Lenders, the Designated Currency Lenders or the Yen Lenders, as the case may be, in accordance with their respective Facility Commitments, Designated Currency Commitments of such Classor Yen Commitments, as applicable.
(d) At any time prior to the expiration of the Revolving Availability Period, and so So long as no Event of Default shall have has occurred which and is continuing, upon at least 15 days’ prior notice to the Borrower may elect Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Company shall have the right, no more than once every twelve months and subject to the terms and conditions set forth below, to increase the aggregate amount of the Revolving Facility Commitments in multiples of $50,000,000 up to an aggregate amount not exceeding to exceed $500,000,000. Any such increase shall apply, at the Maximum Accordion Amount minus any reductions in option of the Revolving Company, (x) to the Facility Commitment of one or more Lenders, if such Lender or Lenders consent to such increase, or (y) to the creation of new Facility Commitments pursuant to Section2.07(b) hereof, of one or more institutions not then a Lender hereunder; provided that (i) no if any such institution is not then a Lender hereunder, such institution shall be reasonably acceptable to the Administrative Agent, (ii) such existing or new Lender shall be required execute and deliver to increase its the Company and the Administrative Agent an Assumption Agreement substantially in the form of Exhibit G hereto (an “Assumption Agreement”) and (iii) if any Revolving Commitment unless it shall have expressly agreed to Loans are outstanding at the time of any such increase in writing (but otherwiseincrease, no notice to or consent by any Lender shall be requiredthe Company will, notwithstanding anything to the contrary set forth contained in Section 9.02 hereof)this Agreement, (ii) on the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result date of such increase incur and repay or prepay one or more Revolving Loans from the Lenders in such amounts so that after giving effect thereto, the Revolving Loans shall be outstanding on a pro rata basis (based on the Facility Commitments of the aggregate amount Lenders after giving effect to the changes made pursuant hereto on such date) from all the Lenders. Upon the effectiveness of the Revolving Commitments, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving CommitmentsFacility Commitments pursuant to this Section 2.08(d), and (viSchedule 2.01(a) such option to increase the Revolving Commitments may only be exercised once. The Borrower hereto shall be required automatically amended to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following reflect such increase. It is understood that any increase in the Revolving amount of the Facility Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower Section 2.08(d) shall not be required constitute an amendment or modification of this Agreement pursuant to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving CommitmentsSection 10.02.
Appears in 1 contract
Samples: Credit Agreement (Moodys Corp /De/)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan A Commitments shall terminate at 5:00 p.m., Houston, Texas New York time, on the Effective Date and (ii) all the Revolving Commitments shall terminate on the Revolving Credit Maturity Date.
(b) The Borrower may at any time terminate, or terminate the Revolving Commitments upon the Payment in Full of the Secured Obligations.
(c) The Borrower may from time to time reduce, reduce the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $500,000 and (ii) the 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 2.102.11, the sum of the Aggregate Revolving Exposures Exposure would exceed the total aggregate Revolving Commitments.
(cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section, Section at least three (3) 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.
(de) At any time prior to the expiration of the Revolving Availability Period, and so long as no Event of Default The Borrower shall have occurred which is continuing, the Borrower may elect to increase right request increases in the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions Term A Loan or additional term loan facilities and/or increases in the Revolving Commitments pursuant to Section2.07(b) hereofby obtaining additional Commitments, either from one or more of the Lenders or another lending institution, provided that (i) no Lender any such request for an increase shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof)a minimum amount of $2,500,000, (ii) the addition Borrower may make a maximum of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if two such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like)requests, (iii) after giving effect thereto, the sum of the total of the additional Commitments does not exceed $5,000,000 during the term of this Agreement, (iv) the Administrative Agent, the Swingline Lender and the Issuing Bank have approved the identity of any such new Lender, such approvals not to be unreasonably withheld, (v) any such new Lender assumes all of the rights and obligations of a “Lender” hereunder, and (vi) the procedures described in Section 2.09(g) below have been satisfied. Nothing contained in this Section 2.09 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder at any time.
(f) Any amendment hereto for such an increase or addition shall be in form and substance satisfactory to the Administrative Agent and shall only require the written signatures of the Administrative Agent, the Borrower and each Lender being added or increasing its Commitment, subject only to the approval of all Lenders if any such increase or addition would cause the Revolving Commitments to exceed $5,000,000. As a condition precedent to such an increase or addition, the Borrower shall execute deliver to the Administrative Agent (i) a certificate of each Loan Party signed by an authorized officer of such Loan Party (A) certifying and deliver attaching the resolutions adopted by such additional Loan Party approving or replacement Notes consenting to such increase, and (B) in the case of the Borrower, certifying that, before and after giving effect to such increase or addition, (1) the representations and warranties contained in Article III and the other documentation Loan Documents are true and correct, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, (including evidence of proper authorization2) as may be reasonably no Default exists and (3) the Borrower is in compliance (on a pro forma basis) with the covenants contained in Section 6.12 and (ii) legal opinions and documents consistent with those delivered on the Effective Date, to the extent requested by the Administrative Agent, any new Lender or any Lender which is increasing its .
(g) With respect to increases in the Revolving Commitment, (iv) no Lender shall have on the effective date of any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitmentsor addition, (vi) any Lender increasing (or, in the case of any newly added Lender, extending) its Commitment shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall have no obligation determine, for the benefit of the other Lenders, as being required in order to arrangecause, find after giving effect to such increase or locate any Lender or new bank or financial institution addition and the use of such amounts to participate in any unsubscribed make payments to such other Lenders, each Lender’s portion of the outstanding Loans of all the Lenders to equal its revised Applicable Percentage of such increase outstanding Loans, and the Administrative Agent shall make such other adjustments among the Lenders with respect to the Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the aggregate committed amount opinion of the Revolving CommitmentsAdministrative Agent, in order to effect such reallocation and (viii) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required deemed to pay have repaid and reborrowed all outstanding Loans as of the date of any increase (or addition) in the Commitments (with such reborrowing to reimburse each applicable Lender for) any breakage costs incurred consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by any Lender the Borrower, in connection accordance with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments requirements of Section 2.03). The deemed payments made pursuant to this provision. Except as may otherwise clause (ii) of the immediately preceding sentence shall be agreed accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. Within a reasonable time after the effective date of any increase or addition, the Administrative Agent shall, and is hereby authorized and directed to, revise the Commitment Schedule to reflect such increase or addition and shall distribute such revised Commitment Schedule to each of the Lenders and the Borrower, whereupon such revised Commitment Schedule shall replace the old Commitment Schedule and become part of this Agreement.
(h) Any additional term loan facilities made pursuant thereto shall be in the form of and constitute a Loan that shall be made subject to all of the terms and conditions contained in this Agreement (including, without limitation, the conditions set forth in Section 4.02) applicable to, and shall constitute and comprise a portion of, the Loans and Obligations and, except as otherwise provided in this Section 2.09(h), shall be on terms substantially consistent with, and no more favorable than, or to the extent not consistent (except as otherwise provided in this Section 2.09(h)), on terms reasonably acceptable to Administrative Agent, those applicable to the Term A Loans. Any additional term loan facilities (A) subject to Section 2.10, shall be repaid as agreed to by Borrower and the Lenders providing such additional term loans, provided that the neither the maturity nor the weighted average life to maturity of the payments with respect thereto shall be shorter than any existing Term Loans; (B) shall for all purposes be Loans and Obligations hereunder and under the Loan Documents; and (C) shall rank pari passu with the other Term A Loans for purposes of Sections 2.18 and 2.19 hereof. Any additional term loans shall bear interest at the CB Floating Rate or the Adjusted LIBO Rate (including, without limitation, the Applicable Margin with respect thereto) agreed upon by Borrower the Lenders providing such additional term loans therefor. With respect to additional term loan facilities and the Lenders providing the same, to the extent that the pricing (calculated based on the interest rate margins, upfront fees paid to such Lenders, original issue discount (calculated based on an assumed four year life to maturity), and any interest rate floor) applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any such additional term loan facilities is greater than the pricing (calculated based on the interest rate margin, upfront fees paid to the then existing Lenders, new original issue discount (calculated based on an assumed four year life to maturity), and the interest rate floor) then applicable to the outstanding Term A Loans by more than 0.50%, then the interest rate margin and, if applicable, any interest rate floor for then outstanding Term A Loans shall be automatically increased to an amount which is 0.50% less than the pricing (calculated based on the interest rate margins, upfront fees paid to such Lenders providing additional term loans, original issue discount (calculated based on an assumed four year life to maturity), and any interest rate floor) for such additional term loans. In calculating the pricing for any series of Term A Loans, arrangement fees, underwriting fees, and similar fees that are not paid to all Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsall applicable Lenders shall be disregarded.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments and the Letter of Credit Commitments shall terminate on the Revolving Maturity Commitment Termination Date; provided however, upon delivery to the Administrative Agent of a copy of an order or approval issued by the PUC, certified by a Financial Officer to be true and complete, which is final and not subject to review or appeal, that authorizes the Borrower to enter into credit agreements, including this Agreement, for a period in excess of 364 days, the date set forth in clause (a) of the definition of Commitment Termination Date shall be automatically extended to the latest date permitted by such order or approval but in no event later than the date which is the third anniversary of the Effective Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; Commitments, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and (ii) the 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 2.102.07 and/or any concurrent cash collateralization of the Letter of Credit Exposure, the sum of the Revolving Exposures Aggregate Credit Exposure would exceed the total Aggregate Revolving Commitments, and (ii) each such reduction shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, Section at least three two 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 Borrower pursuant to this Section shall be irrevocable; provided provided, that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class hereunder shall be permanentpermanent but without prejudice to the rights of the Borrower under paragraph (d) below. Each reduction of the Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At any time prior to the expiration of the Revolving Availability PeriodProvided that immediately before and after giving effect thereto, and so long as no Event of Default shall have occurred which is or would exist and be continuing, the Borrower may elect at any time and from time to time, on or before the Commitment Termination Date referred to in clause (a) of the definition thereof (including after giving effect to any extension thereof pursuant to Section 2.05(a)), request any one or more of the Lenders to increase (such decision to be within the aggregate sole and absolute discretion of such Lender) its Revolving Commitment and Letter of Credit Commitment, and/or any other Eligible Assignee reasonably satisfactory to the Administrative Agent and the Borrower, to provide a new Revolving Commitments to Commitment and a new Letter of Credit Commitment, by submitting an amount not exceeding the Maximum Accordion Amount minus any reductions Increase Request in the Revolving Commitments pursuant form of Exhibit F (an “Increase Request”), duly executed by the Borrower and each such Lender or Eligible Assignee, as the case may be. Thereupon, the Administrative Agent shall execute such Increase Request and deliver a copy thereof to Section2.07(b) hereofthe Borrower and each such Lender or Eligible Assignee, provided that as the case may be. Upon execution and delivery of such Increase Request, (i) no Lender in the case of each such Lender, such Lender’s Revolving Commitment shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything increased to the contrary amount set forth in Section 9.02 hereof)such Increase Request, (ii) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to case of each such Eligible Assignee, such Eligible Assignee shall become a party hereto and shall for all purposes of the extent applicableLoan Documents be deemed a “Lender” with a Revolving Commitment in the amount set forth in such Increase Request, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall contemporaneously therewith execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by to the Administrative Agent, any Agent a Note or Notes for each such Eligible Assignee providing a new Revolving Commitment and for such existing Lender or any Lender which is increasing its Revolving CommitmentCommitment provided, however, that:
(ivi) no Lender immediately after giving effect thereto, the Aggregate Revolving Commitments shall not have any right been increased pursuant to decrease its Revolving Commitment as a result this subsection (d) to an amount greater than the sum of such increase of (x) $250,000,000 plus (y) the aggregate amount of the Revolving Commitments, Commitment of each Lender that becomes a Defaulting Lender;
(vii) each such increase shall be in an amount not less than $5,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) the Revolving Commitments shall not be increased on more than three occasions;
(iv) the Administrative Agent shall have no obligation received documents (including, without limitation, one or more opinions of counsel) consistent with those delivered on the Effective Date as to arrangethe corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase;
(v) if Revolving Loans shall be outstanding immediately after giving effect to such increase, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion the Lenders shall, upon the acceptance of such increase in the aggregate committed Increase Request by, and at the direction of, the Administrative Agent, make appropriate adjustments among themselves so that the amount of the Revolving Commitments, Loans outstanding to the Borrower from any of the Lenders under this Agreement are allocated among the Lenders according to their Commitment Percentages after giving effect to the increase in the Aggregate Revolving Commitments (it being understood and agreed that any reallocation made pursuant to this clause (v) shall require the Borrower to make payment pursuant to Section 3.06 with respect to any affected Eurodollar Loans);
(vi) each such option Eligible Assignee shall have delivered to increase the Revolving Commitments may only be exercised once. The Administrative Agent and the Borrower shall be an Administrative Questionnaire and all forms, if any, that are required to pay be delivered by such Eligible Assignee pursuant to Section 3.07(e); and
(vii) the Administrative Agent shall have received (1) a copy of an order or approval issued by the PUC, certified by a Financial Officer to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with be true and complete, which is final and not subject to review or appeal, that authorizes the need Borrower to reallocate existing Loans among the Lenders following obtain any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed requested by the Borrower and any applicable Lender, (2) a certificate of a Financial Officer attaching thereto resolutions of the Board of Directors of the Borrower shall not be required to pay authorizing any upfront or other fees or expenses to any existing Lenders, new Lenders or increase of the Administrative Agent with respect to any such increase in Revolving CommitmentsCommitments requested by the Borrower.
Appears in 1 contract
Samples: Credit Agreement (Hawaiian Electric Industries Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class(and Sub-Commitments); provided that (i) each reduction of the Commitments (and of any Class either Sub-Commitment) shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments (and either Sub-Commitment) if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Credit Exposures would exceed the total Total Commitment, the sum of the Revolving CommitmentsDollar Credit Exposure would exceed the Total Dollar Sub-Commitment or the sum of the Revolving Multicurrency Credit Exposures would exceed the Total Multicurrency Sub-Commitment.
(c) The Borrower shall notify the Administrative Agent of (i) any election to terminate or reduce the Commitments under paragraph (b) of this Section, and (ii) in the case of a reduction, the amount of such reduction (if any) to be allocated to the Dollar Sub-Commitment and Multicurrency Sub-Commitment hereunder, at least three Business Days prior to the effective date of such termination or reduction, specifying such election election, the aggregate amount of a reduction and any allocation as aforesaid, 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 (and of any Class Sub-Commitments) shall be permanent. Each reduction of the Commitments of any Class and Sub-Commitments shall be made ratably among the Lenders in accordance with their respective Commitments of such Classand Sub-Commitments, as the case may be.
(d) At any time prior to the expiration of the Revolving Availability Period, and so long as no Event of Default shall have occurred which is continuing, the The Borrower may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus at any reductions in the Revolving Commitments pursuant to Section2.07(b) hereoftime, provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no by notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), (ii) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender propose that the Total Commitment (and either Sub-Commitment) be increased by having one or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option more Lenders agree to increase the Revolving amount of such Lender's Commitments may only be exercised once. The Borrower shall be required to pay (and its Sub-Commitment hereunder), or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant having one or more banks or other financial institutions become a "Lender" (and, as applicable, a "Dollar Lender" or "Multicurrency Lender" party to this provision. Except Agreement), in each case effective as may otherwise be agreed by of a date more than 45 days prior to the Borrower and any applicable Lender, then-current date of termination of the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitments.Commitments (a "Commitment Increase -40-
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reducetime, reduce the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the 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, the sum of the Revolving total Credit Exposures would exceed the total Revolving Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassApplicable Percentages.
(d) At any time prior to the expiration of the Revolving Availability Period, and so long as no Event of Default shall have occurred which is continuing, the Borrower may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), (ii) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitments.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower Company may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 the Borrowing Multiple and not less than the Borrowing Minimum, in each case for Borrowings denominated in US Dollars, (ii) the Borrower Company shall not terminate or reduce the Revolving US Tranche Commitments if, after giving effect to any concurrent prepayment of the US Tranche Revolving Loans or Swingline Loans in accordance with Section 2.10, the aggregate amount of US Revolving Exposures would exceed the aggregate amount of US Tranche Commitments, and (iii) the Company shall not terminate or reduce the Spanish Tranche Commitments if, after giving effect to any concurrent prepayment of the Spanish Tranche Revolving Loans in accordance with Section 2.10, the sum aggregate amount of the Revolving Spanish Tranche Exposures would exceed the total Revolving aggregate amount of Spanish Tranche Commitments.
(c) The Borrower Company shall notify the Administrative Facility Agent of any election to terminate or reduce the Commitments under any Class under paragraph (b) of this Section, 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 such notice, the Administrative Facility Agent shall advise the London Agent and the applicable Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Facility Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of under any Class Tranche shall be permanent. Each reduction of the Commitments of under any Class Tranche shall be made ratably among the applicable Lenders in accordance with their respective Commitments of under such ClassTranche.
(d) At The Company may at any time prior and from time to time, by written notice to the expiration Facility Agent (which shall promptly deliver a copy to each of the Revolving Availability PeriodLenders), and so long as no Event of Default shall have occurred which is continuing, the Borrower may elect to increase request that the aggregate of US Tranche Commitments and/or the Revolving aggregate Spanish Tranche Commitments to be increased by an amount not exceeding the Maximum Accordion Amount minus any reductions greater than US$100,000,000 in the Revolving aggregate for all such increases during the term of this Agreement and not less than US$25,000,000 (or any portion of such US$100,000,000 aggregate amount remaining unused) for any such increase. Such notice shall set forth the amount of the requested increase in the applicable Commitments pursuant and the date on which such increase is requested to Section2.07(b) hereof, provided that become effective (i) no Lender which shall be required not less than 45 days or more than 90 days after the date of such notice), and shall offer each US Tranche Lender or Spanish Tranche Lender, as the case may be, the opportunity to increase its Revolving applicable Commitment unless it by its US Tranche Percentage or Spanish Tranche Percentage, as the case may be, of the proposed increased amount. Each US Tranche Lender or Spanish Tranche Lender shall, by notice to the Company and the Facility Agent given not more than 20 days after the date of the Company’s notice, either agree to increase its applicable Commitment by all or a portion of the offered amount (each Lender so agreeing being called an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 20 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or deemed to have declined being called a “Non-Increasing Lender”). No Lender shall have expressly agreed any obligation hereunder to such increase in writing (but otherwise, no notice become an Increasing Lender and any election to or consent by any Lender do so shall be requiredin the sole discretion of each Lender. In the event that, notwithstanding anything on the 20th day after the Company shall have delivered a notice pursuant to the contrary set forth first sentence of this paragraph, the applicable Lenders shall have agreed pursuant to the preceding sentence to increase their applicable Commitments by an aggregate amount less than the total increase requested by the Company, the Company may arrange for one or more Lenders or other financial institutions (any such Lender or other financial institution referred to in Section 9.02 hereof)this paragraph (a) being called an “Augmenting Lender”) to extend Commitments of the applicable Class or increase their existing applicable Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, (ii) the addition of new Lenders if not already a Lender hereunder, shall be subject to the terms approval of the Facility Agent (which approval shall not be unreasonably withheld) and provisions each Augmenting Lender shall execute all such documentation as the Facility Agent shall specify to evidence its Commitment and its status as a Lender hereunder. Increases and new Commitments created pursuant to this paragraph shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of this paragraph. Notwithstanding the foregoing, no increase in the Commitments of either Class shall become effective under this paragraph unless, (i) on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 9.04 hereof 4.03 shall be satisfied and the Facility Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) the Facility Agent shall have received documents consistent with those delivered under clauses (c), (d) and (e) of Section 4.01 as if to the corporate power and authority of the applicable Borrower to borrow hereunder and as to the enforceability of this Agreement after giving effect to such new Lenders were acquiring an interest increase.
(e) On the effective date (the “Increase Effective Date”) of any increase in the Commitments of either Class pursuant to paragraph (d) above (a “Commitment Increase”), (i) the aggregate principal amount of the Revolving Loans by assignment from an existing Lenders of such Class outstanding (the “Initial Loans”) immediately prior to the extent applicableCommitment Increase on the Increase Effective Date shall be deemed to be paid, i.e. required approvals(ii) each Increasing Lender and each Augmenting Lender that shall have been a US Tranche Lender or Spanish Tranche Lender, minimum amounts as the case may be, prior to the Commitment Increase shall pay to the Facility Agent in same day funds an amount equal to the difference between (A) the product of (1) such Lender’s applicable Tranche Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the like)product of (1) such Lender’s applicable Tranche Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, (iii) the Borrower each Augmenting Lender that shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new not have been a US Tranche Lender or any Lender which is increasing its Revolving CommitmentSpanish Tranche Lender, as the case may be, prior to the Commitment Increase shall pay to Facility Agent in same day funds an amount equal to the product of (1) such Augmenting Lender’s applicable Tranche Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (iv) no after the Facility Agent receives the funds specified in clauses (ii) and (iii) above, the Facility Agent shall pay to each Non-Increasing Lender shall have any right to decrease its Revolving Commitment as a result the portion of such increase funds that is equal to the difference between (A) the product of (1) such Non-Increasing Lender’s applicable Tranche Percentage (calculated without giving effect to the aggregate Commitment Increase) multiplied by (2) the amount of the Revolving CommitmentsInitial Loans, and (B) the product of (1) such Non-Increasing Lender’s applicable Tranche Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (v) after the Administrative Agent effectiveness of the Commitment Increase, the applicable Borrower shall be deemed to have no obligation made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed principal amount of the Revolving CommitmentsInitial Loans and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Facility Agent in accordance with Section 2.03, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be required deemed to pay hold its applicable Tranche Percentage of each Subsequent Borrowing (or calculated after giving effect to reimburse each applicable Lender forthe Commitment Increase) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, (vii) the Borrower shall not pay each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (i) above shall be required subject to pay any upfront or compensation by the applicable Borrower pursuant to the provisions of Section 2.15 if the Increase Effective Date occurs other fees or expenses to any existing Lenders, new Lenders or than on the Administrative Agent with respect to any such increase in Revolving Commitmentslast day of the Interest Period relating thereto.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Datelast Business Day of the Availability Period.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 1,000,000, and (ii) the 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 2.102.9, the sum of the Revolving Exposures (including Swing Loans) would exceed the total Revolving Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At any time prior to the expiration of the Revolving Availability Period, and so long as Provided that no Event of Default shall have occurred which is and be continuing, the Borrower may elect shall have the right, without the consent of the Lenders but subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld), to effectuate from time to time an increase in the total of the Commitments by adding to this Agreement one or more commercial banks or other financial institutions approved by the Administrative Agent (who shall meet all criteria for Eligible Assignees and who shall, upon completion of the requirements stated in this paragraph, constitute Lenders hereunder), or by allowing one or more Lenders to increase its Commitment hereunder, so that such added and increased Commitments shall equal the aggregate increase in the total of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments effectuated pursuant to Section2.07(b) hereof, this paragraph; provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice Commitments pursuant to or consent by any Lender this paragraph shall be required, notwithstanding anything to result in an increase in excess of $50,000,000 in the contrary set forth in Section 9.02 hereof)total of the Commitments, (ii) the addition of new Lenders no Lender’s Commitment shall be subject to increased without the terms consent of such Lender, and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) on the effective date of any such increase in the total of the Commitments, there are no outstanding Eurodollar Loans. The Borrower and each other Loan Party shall execute an amendment to this Agreement, additional Notes and deliver all such other documents as the Administrative Agent may reasonably require to evidence any such increase and such additional or replacement Notes changed Commitments and the admission of additional Persons as Lenders, and each party hereto hereby consents to the amendment of this Agreement to reflect any such increase and such additional or changed Commitments. The Borrower shall give the Administrative Agent three Business Days’ notice of the Borrower’s intention to increase the total of the Commitments pursuant to this paragraph. Such notice shall specify each new commercial bank or other financial institution, if any, the changes in amounts of Commitments that will result, and such other documentation (including evidence of proper authorization) information as may be is reasonably requested by the Administrative Agent. Each new commercial bank or other financial institution, any new and each Lender or any Lender which is increasing agreeing to increase its Revolving Commitment, (iv) no Lender shall have any right execute and deliver to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent and the Borrower a document satisfactory to the Administrative Agent and the Borrower pursuant to which it becomes a party hereto or increases such Commitment, as the case may be, which document, in the case of a new commercial bank or other financial institution, shall have no obligation (among other matters) specify the domestic lending office and Eurodollar lending office of such new commercial bank or other financial institution, and shall deliver to arrangethe Administrative Agent an Administrative Questionnaire. Such documents of the nature referred to in this paragraph shall be furnished to the Administrative Agent in form and substance as may be reasonably required by it. Upon the execution and delivery of such documents, find or locate any Lender or such new commercial bank or financial institution to participate in any unsubscribed portion of shall constitute a “Lender” under this Agreement with a Commitment as specified therein, or such Lender’s Commitment shall increase in as specified therein, as the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments case may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsbe.
Appears in 1 contract
Samples: Credit Agreement (Stewart & Stevenson Services Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedUpon at least three Business Days' prior irrevocable written or telecopy notice to the Administrative Agent, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower Viacom may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Commitments of any ClassCommitments; provided provided, however, that (i) each partial reduction of the Commitments of any Class shall be in an a minimum principal amount that is an of $10,000,000 and in integral multiple multiples of $1,000,000 in excess thereof and (ii) the Borrower no such termination or reduction shall not terminate or reduce the Revolving Commitments be made if, after giving effect thereto and to any concurrent prepayment prepayments of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the total Revolving Commitments.
(c) The 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 made on the effective date thereof. Promptly following receipt , (x) the Outstanding Revolving Extensions of Credit of any notice, Lender would exceed such Lender's Commitment then in effect or (y) the Total Facility Exposure would exceed the Total Commitment then in effect. The Administrative Agent shall promptly advise the Lenders of the contents thereof. Each any notice delivered by the Borrower given pursuant to this Section shall be irrevocable; 2.13(a).
(b) Except as otherwise provided that a notice of termination of in Section 2.21, each reduction in the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective Commitments. Viacom agrees to pay to the Administrative Agent for the account of the Lenders, on the date of termination or reduction of the Commitments, the Facility Fees on the amount of the Commitments so terminated or reduced accrued through the date of such Classtermination or reduction.
(c) Viacom shall have the right at any time and from time to time to increase the Total Commitments to an aggregate amount not to exceed $1,950,000,000 (i) by requesting that one or more banks or other financial institutions not a party to this Agreement become a Lender hereunder or (ii) by requesting that any Lender already party to this Agreement increase the amount of such Lender's Commitment; provided, that the addition of any bank or financial institution pursuant to clause (i) above shall be subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld); provided further, the Commitment of any bank or other financial institution pursuant to clause (i) above, shall be in an aggregate principal amount at least equal to $10,000,000; provided further, the amount of the increase of any Lender's Commitment pursuant to clause (ii) above when added to the amount of such Lender's Commitment before the increase, shall be in an aggregate principal amount at least equal to $10,000,000.
(d) At any time Any additional bank, financial institution or other entity which elects to become a party to this Agreement and obtain a Commitment pursuant to clause (c) of this Section 2.13 above shall execute a New Lender Supplement (each, a "New Lender Supplement") with Viacom and the Administrative Agent, substantially in the form of Exhibit G, whereupon such bank, financial institution or other entity (herein called a "New Lender") shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1 shall be deemed to be amended to add the name and Commitment of such New Lender.
(e) Any increase in the Total Commitment pursuant to clause (c)(ii) of this Section 2.13 shall be effective only upon the execution and delivery to Viacom and the Administrative Agent of a commitment increase letter in substantially the form of Exhibit H hereto (a "Commitment Increase Letter"), which Commitment Increase Letter shall be delivered to the Administrative Agent not less than five Business Days prior to the expiration Commitment Increase Date and shall specify (i) the amount of the Revolving Availability Period, Commitment of any bank or financial institution not a party to this agreement which is becoming a Lender or the amount of any increase in the Commitment of any Lender and so long as (ii) the date such increase is to become effective (the "Commitment Increase Date").
(f) Any increase in the Total Commitment pursuant to this Section 2.13 shall not be effective unless:
(i) no Default or Event of Default shall have occurred which is continuing, and be continuing on the Borrower may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), Increase Date;
(ii) each of the addition of new Lenders representations and warranties made by Viacom and the Subsidiary Borrowers in Sections 3.1, 3.2, 3.4, 3.5 and 3.6 shall be subject to true and correct in all material respects on the terms Commitment Increase Date with the same effect as though made on and provisions as of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (date, except to the extent applicable, i.e. required approvals, minimum amounts such representations and the like), warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects as of such earlier date;
(iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation received each of (A) a certificate of the corporate secretary or assistant secretary of the Borrowers as to arrange, find the taking of any corporate action necessary in connection with such increase and (B) an opinion or locate any Lender or new bank or financial institution opinions of general counsel to participate in any unsubscribed portion of the Borrowers as to their corporate power and authority to borrow hereunder after giving effect to such increase and such other matters relating thereto as the Administrative Agent and its counsel may reasonably request. Each notice requesting an increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Total Commitments pursuant to this provision. Except as may otherwise be agreed by Section 2.13 shall constitute a certification to the Borrower effect set forth in clauses (i) and (ii) of this Section 2.13(f).
(g) No Lender shall at any applicable Lender, the Borrower shall not time be required to pay any upfront agree to a request of Viacom to increase its Commitment or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsobligations hereunder.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Revolver Termination Date.
(b) The Borrower Prior to the Revolver Termination Date, the Company may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the Borrower Company 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, the sum of the Revolving Credit Exposures plus the total Competitive Loan Exposures would exceed the total Revolving Commitments.
(c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, Section at least three one Business Days Day (or, to the extent a concurrent prepayment of Loans is required in accordance with Section 2.10, upon the minimum advance notice required in connection with such prepayment under such Section) 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 Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At any time Upon at least 15 days' prior notice to the expiration Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Revolving Availability PeriodLenders), and so long as no Event of Default the Company shall have occurred which is continuingthe right, subject to the Borrower may elect terms and conditions set forth below, to increase the aggregate amount of the Revolving Commitments in multiples of $500,000 up to an aggregate amount not exceeding to exceed $87,500,000. Any such increase shall apply, at the Maximum Accordion Amount minus any reductions in option of the Revolving Company, (x) to the Commitment of one or more Lenders, if such Lender or Lenders consent to such increase, or (y) to the creation of new Commitments pursuant to Section2.07(b) hereof, of one or more institutions not then a Lender hereunder; provided that (i) no if any such institution is not then a Lender hereunder, such institution shall be reasonably acceptable to the Administrative Agent, (ii) such existing or new Lender shall be required execute and deliver to increase its the Company and the Administrative Agent an Assumption Agreement substantially in the form of 27 33 Exhibit G hereto (an "Assumption Agreement") and (iii) if any Revolving Commitment unless it shall have expressly agreed to Loans are outstanding at the time of any such increase in writing (but otherwiseincrease, no notice to or consent by any Lender shall be requiredthe Company will, notwithstanding anything to the contrary set forth contained in Section 9.02 hereof)this Agreement, (ii) on the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result date of such increase incur and repay or prepay one or more Revolving Loans from the Lenders in such amounts so that after giving effect thereto, the Revolving Loans shall be outstanding on a pro rata basis (based on the Commitments of the aggregate amount Lenders after giving effect to the changes made pursuant hereto on such date) from all the Lenders. Upon the effectiveness of the Revolving Commitments, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving CommitmentsCommitments pursuant to this Section 2.08(d), and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower Schedule 2.01 hereto shall be required automatically amended to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following reflect such increase. It is understood that any increase in the Revolving amount of the Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower Section 2.08(d) shall not be required constitute an amendment or modification of this Agreement pursuant to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving CommitmentsSection 10.02.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Facility Commitments, the Designated Currency Commitments and the Yen Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall each terminate on the Revolving Maturity Date.
(b) The Borrower Company may at any time terminate, or from time to time reduce, the Facility Commitments, the Designated Currency Commitments of any Classor the Yen Commitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the Borrower Company shall not terminate or reduce (A) the Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, the sum of the Revolving Credit Exposures plus the total Competitive Loan Exposures would exceed the total Facility Commitments, (B) the Designated Currency Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the aggregate principal amount of the outstanding Revolving Designated Currency Loans would exceed the total Designated Currency Commitments or (C) the Yen Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the aggregate principal amount of the outstanding Revolving Yen Loans would exceed the total Yen Commitments.
(c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Facility Commitments, the Designated Currency Commitments or the Yen Commitments under paragraph (b) of this Section, Section at least three one Business Days Day (or, to the extent a concurrent prepayment of Loans is required in accordance with Section 2.11, upon the minimum advance notice required in connection with such prepayment under such Section) 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 Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Facility Commitments, the Designated Currency Commitments or the Yen Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 Facility Commitments, the Designated Currency Commitments of any Class or the Yen Commitments shall be permanent. Each reduction of the Facility Commitments, the Designated Currency Commitments of any Class or the Yen Commitments shall be made ratably among the Lenders, the Designated Currency Lenders or the Yen Lenders, as the case may be, in accordance with their respective Facility Commitments, Designated Currency Commitments of such Classor Yen Commitments, as applicable.
(d) At any time Upon at least 15 days’ prior notice to the expiration Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Revolving Availability PeriodLenders), and so long as no Event of Default the Company shall have occurred which is continuingthe right, subject to the Borrower may elect terms and conditions set forth below, to increase the aggregate amount of the Revolving Facility Commitments in multiples of $500,000 up to an aggregate amount not exceeding to exceed $250,000,000. Any such increase shall apply, at the Maximum Accordion Amount minus any reductions in option of the Revolving Company, (x) to the Facility Commitment of one or more Lenders, if such Lender or Lenders consent to such increase, or (y) to the creation of new Facility Commitments pursuant to Section2.07(b) hereof, of one or more institutions not then a Lender hereunder; provided that (i) no if any such institution is not then a Lender hereunder, such institution shall be reasonably acceptable to the Administrative Agent and acceptable to the Issuing Bank, (ii) such existing or new Lender shall be required execute and deliver to increase its the Company and the Administrative Agent an Assumption Agreement substantially in the form of Exhibit I hereto (an “Assumption Agreement”) and (iii) if any Revolving Commitment unless it shall have expressly agreed to Loans are outstanding at the time of any such increase in writing (but otherwiseincrease, no notice to or consent by any Lender shall be requiredthe Company will, notwithstanding anything to the contrary set forth contained in Section 9.02 hereof)this Agreement, (ii) on the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result date of such increase incur and repay or prepay one or more Revolving Loans from the Lenders in such amounts so that after giving effect thereto, the Revolving Loans shall be outstanding on a pro rata basis (based on the Facility Commitments of the aggregate amount Lenders after giving effect to the changes made pursuant hereto on such date) from all the Lenders. Upon the effectiveness of the Revolving Commitments, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving CommitmentsFacility Commitments pursuant to this Section 2.09(d), and (viSchedule 2.01(a) such option to increase the Revolving Commitments may only be exercised once. The Borrower hereto shall be required automatically amended to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following reflect such increase. It is understood that any increase in the Revolving amount of the Facility Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower Section 2.09(d) shall not be required constitute an amendment or modification of this Agreement pursuant to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving CommitmentsSection 10.02.
Appears in 1 contract
Samples: Five Year Credit Agreement (Dun & Bradstreet Corp/Nw)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower Company may at any time terminate, or from time to time reduce, the Commitments of any Class; Commitments, provided that (i) each reduction the Company shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.7, the aggregate outstanding principal amount of all Lenders’ Loans would exceed the total Commitments of any Class and (ii) each such reduction shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000.
(c) Upon the occurrence of a Change in Control, the Commitments shall automatically terminate and the outstanding principal amount of, and the accrued interest on, the Loans and all other amounts payable by the Borrowers hereunder and under the Notes (including any amounts payable under Section 3.6) shall forthwith be due and payable.
(d) Provided that at the time of and immediately after giving effect thereto, no Default shall exist and be continuing, the Company may at any time and from time to time, at its sole cost, expense and effort, request any one or more of the Lenders to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent to provide a new Commitment, by submitting to the Administrative Agent an Increase Supplement duly executed by each Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent, it shall execute such Increase Supplement and deliver a copy thereof to the Company and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent, (i) in the case of each such Lender, its Commitment shall be increased to the amount set forth in such Increase Supplement and (ii) in the Borrower case of each such other Person, such other Person shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided, however, that:
(A) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not terminate exceed $500,000,000;
(B) each such increase shall be in an amount not less than $50,000,000 or reduce the Revolving Commitments if, such amount plus an integral multiple of $10,000,000;
(C) if Loans would be outstanding immediately after giving effect to any concurrent prepayment such increase, then simultaneously with such increase (1) each such increasing Lender, each such other Person and each other Lender having a Commitment shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such increasing Lender and each such other Person a portion of its Loans necessary to reflect proportionately the Revolving Loans Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such increasing Lender and each such other Person shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 2.103.6; and
(D) each such other Person shall have delivered to the Administrative Agent and the Company all forms, the sum of the Revolving Exposures would exceed the total Revolving Commitmentsif any, that are required to be delivered by such other Person pursuant to Section 3.7(c).
(ce) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, 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 Borrower Company pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 Each reduction, and any termination, of the Commitments shall be permanent and, except as provided in Section 2.8, each reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.
(d) At any time prior to the expiration of the Revolving Availability Period, and so long as no Event of Default shall have occurred which is continuing, the Borrower may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), (ii) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitments.
Appears in 1 contract
Samples: Credit Agreement (Allstate Corp)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Commitment Termination Date and the Lenders shall have no obligation to make any Loan after the Commitment Termination Date.
(b) The Commitment of each Lender shall be reduced on the date of each Loan made by such Lender by an amount equal to such Loan.
(c) In the event that a prepayment or offer of prepayment is or would be required pursuant to Subsection (b), (c), (d), (e) or (f) of Section 2.10, the Commitments then in effect shall be reduced ratably by an aggregate amount equal to the excess, if any, of (i) the amount of the required prepayment (or, in the case of a required offer of prepayment, the amount of the required offer) determined as if the aggregate principal amount of the Loans outstanding exceeds the amount of the required prepayment or offer of prepayment, less (ii) the aggregate principal amount of Loans actually prepaid (or, in the case of a required offer of prepayment, the amount of the required offer or, in the case of Subsection 2.10(f), the amount of the required future prepayment).
(d) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and (ii) the 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, the sum of the Revolving Exposures would exceed the total Revolving Commitments.
(ce) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bd) of this Section, 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 such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments pursuant to paragraph (c) 20 24 or (d) of any Class this Section shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(df) At any time prior to the expiration of the Revolving Availability Period, and so long as no Event of Default shall have occurred which is continuing, the Borrower may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), (ii) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the The aggregate amount of the Revolving Commitments, (v) Commitments will not exceed the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised onceFacility. The Borrower shall Facility may be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans increased only upon agreement among the Lenders following any increase in the Revolving Commitments pursuant parties hereto as evidenced by a valid and enforceable amendment to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving CommitmentsAgreement.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(ba) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and not less than $10,000,000 and (ii) the 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 2.102.11, the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments.
(cb) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(dc) At any time prior On up to the expiration of the Revolving Availability Period, and so long as no Event of Default shall have occurred which is continuingthree occasions, the Borrower may elect may, from time to time, at its option, seek to increase the aggregate of the Revolving total Commitments by up to an aggregate amount not exceeding of $100,000,000 (resulting in maximum total Commitments of $450,000,000) upon at least three (3) Business Days’ prior written notice to the Maximum Accordion Amount minus Administrative Agent, which notice shall specify the amount of any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no Lender such increase and shall be required to delivered at a time when no Default has occurred and is continuing. After delivery of such notice, the Administrative Agent or the Borrower, in consultation with the Administrative Agent, may offer the increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent which may be declined by any Lender shall be required, notwithstanding anything in its sole discretion) in the total Commitments on either a ratable basis to the contrary Lenders or on a non pro-rata basis to one or more Lenders and/or to other financial institutions or entities reasonably acceptable to the Administrative Agent and the Borrower. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrower shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent (which shall include the Borrower’s representation that the conditions set forth in Section 9.02 hereof)4.02 are then satisfied) pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrower accepts such incremental Commitments. Upon the effectiveness of any increase in the total Commitments pursuant hereto, (i) each Lender (new or existing) shall be deemed to have accepted an assignment from the existing Lenders, and the existing Lenders shall be deemed to have made an assignment to each new or existing Lender accepting a new or increased Commitment, of an interest in each then outstanding Revolving Loan (in each case, on the terms and conditions set forth in the Assignment and Assumption) and (ii) the addition Swingline Exposure and LC Exposure of the existing and new Lenders shall be subject automatically adjusted such that, after giving effect to such assignments and adjustments, all Revolving Credit Exposure hereunder is held ratably by the Lenders in proportion to their respective Commitments. Assignments pursuant to the terms preceding sentence shall be made in exchange for, and provisions substantially contemporaneously with the payment to the assigning Lenders of, the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. Payments received by assigning Lenders pursuant to this Section in respect of the principal amount of any Eurodollar Loan shall, for purposes of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable2.16, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result deemed prepayments of such Loan. Any increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving total Commitments pursuant to this provision. Except as may otherwise Section shall be agreed subject to receipt by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any from the Borrower of such increase in Revolving Commitmentssupplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or only reduce the Commitments without the prior written consent of the Administrative Agent and all of the Lenders in the following circumstances: the Borrower may from time to time reducereduce the Commitments, provided that each reduction in the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is at least $50,000,000 and an integral multiple of $1,000,000 5,000,000, and (ii) the Commitments may not be reduced to less than $100,000,000 unless the Commitments are reduced to zero and terminated. The 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, the sum of the Revolving total Credit Exposures would exceed the total Revolving Maximum Loan Available Amount. After any reduction in the Commitments, the Borrower’s option to increase the Commitments provided in Section 2.08(d) shall terminate.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) of this Section, at least three (3) 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of in the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments. A reduction in the outstanding principal balance shall not constitute a reduction in the Commitments of such Classwithout the notice required above being delivered to Administrative Agent as set forth above.
(d) At any time prior to the expiration of the Revolving Availability Period, and so long as Provided no Default or Event of Default shall then be in existence, the Borrower shall have occurred the right, on one or more occasions, to elect to increase the Total Commitments; provided, however, that (i) the amount of each such increase shall not be less than One Hundred Million Dollars ($100,000,000) or in increments of Fifty Million Dollars ($50,000,000) in excess thereof, and (ii) the aggregate amount of all such increases shall not cause the Total Commitments to exceed One Billion Two Hundred Fifty Million Dollars ($1,250,000,000). Such right may be exercised by the Borrower by written notice to the Administrative Agent, which election shall designate the requested increase in the Total Commitments. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is continuingrequested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders), and each Lender shall endeavor to respond as promptly as possible within such time period. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment (which decision shall be in its sole discretion) and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld, conditioned or delayed), the Borrower may elect also invite additional lenders approved by the Administrative Agent (provided that no approval of the Administrative Agent shall be required if such new lender is an Affiliate of a Lender or an Approved Fund) to become Lenders pursuant to a joinder agreement (each a “Lender Joinder Agreement”) in form and substance reasonably satisfactory to the Administrative Agent and its counsel. If the Total Commitment is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of each Lender’s increased Commitments. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase (with such increase being pro rata among existing Lenders choosing to increase their Commitments) and the aggregate Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date signed by an Authorized Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article 6 and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.08(d), the representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent statements furnished to the Administrative Agent, and (B) no Default or Event of Default exists. Existing Lenders may, as necessary, receive a prepayment of amounts of the Revolving Commitments Loan outstanding on the Increase Effective Date to an amount not exceeding the Maximum Accordion Amount minus extent necessary to keep the outstanding Revolving Loan ratable with any reductions revised Applicable Percentages arising from any non-ratable increase in the Revolving Commitments pursuant to Section2.07(b) hereofunder this Section, provided that (i) no Lender which prepayment shall be accomplished by the pro rata funding required to increase its Revolving Commitment unless it shall have expressly agreed to of the Lender(s) issuing new or increased Commitments. Provided further, however, at Borrower’s option, Borrower may request that any such requested increase in writing (but otherwise, no notice to or consent by any Lender shall the amount of the Total Commitments be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), (ii) effected through the addition of new Lenders one or more term loan commitments which may bear interest at different rates than the existing Loans (and, in such event, all references in this Section 2.08(d) to any increase in the Total Commitments (or any Commitment), as and to the extent applicable at any time, shall be deemed and construed to mean and refer to any such term loan commitment in the amount of such increase, mutatis mutandis), subject further, however, (1) to the continued applicability of the terms and provisions of this Section 9.04 hereof as if 2.08(d) and (2) the prior execution and delivery by each Credit Party of such new Lenders were acquiring an interest other and further amendments, agreements, instruments, and documents which Administrative Agent may then require in its sole but reasonable determination to effect any such term loan commitment in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result amount of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsincrease.
Appears in 1 contract
Samples: Credit Agreement (Griffin Capital Essential Asset REIT II, Inc.)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) The Revolver Commitments and the Term Loan Commitments Swing Line Commitment shall terminate at 5:00 p.m., Houston, Texas time, be automatically terminated on the Effective Revolver Termination Date whereupon all Revolving Loans and (ii) the Revolving Commitments Swing Line Loans and accrued interest thereon shall terminate on the Revolving Maturity Datebecome due and payable in full.
(b) The Borrower Upon at least five Business Days’ prior irrevocable written (including facsimile) notice to the Agent, the Borrowers may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Revolver Commitments; provided, however, that each partial reduction of the Revolver Commitments shall be in a minimum principal amount $3,000,000 or in a whole multiple thereof, and (iii) the Revolver Commitments may not be reduced or terminated if, after giving effect thereto and to any prepayments of any Class; provided that the Loans made on the effective date thereof the Revolver Exposure at such time would exceed the aggregate amount of Revolver Commitments at such time.
(c) Each reduction in the Revolver Commitments hereunder shall be made ratably among the Banks in accordance with their respective Commitment Percentages. The Borrowers shall pay to the Agent for the account of the Banks on the date of each termination or reduction of the Revolver Commitments, the Commitment Fees on the amount of such Revolver Commitments so terminated or reduced accrued to the date of such termination or reduction.
(i) each reduction The Borrowers may at any time and from time to time, subject to the last sentence hereof, request an increase in the Revolver Commitments by sending a written notice thereof to all of the Commitments Banks and the Agent. Such notice shall specify the total amount of any Class the increase requested by the Borrowers (the “Requested Increase”); provided that, (i) the Requested Increase shall be in an amount that is an integral multiple of equal to at least $1,000,000 5,000,000 and (ii) the Borrower maximum aggregate increase of the Revolver Commitments shall be $10,000,000. Upon receipt of such notice from the Borrower, the Agent shall promptly give notice thereof to the Banks. Each Bank shall respond in writing to the Borrowers (with a copy simultaneously sent to the Agent), within thirty (30) days of receipt of a Requested Increase (or such shorter period as the Agent and the Borrowers shall agree), stating the maximum amount, if any, by which such Bank is willing to increase its Revolver Commitment (the “Offered Amount”). If the total of the Offered Amounts for all of the Banks is greater than the Requested Increase, the Requested Increase shall be allocated amongst the offering Banks as determined by the Agent or, pro rata based on each Bank’s Commitment Percentage as in effect prior to any such increase. If the total of the Offered Amount for all of the Banks is equal to or less than the Requested Increase (x) each Bank’s Revolver Commitment shall increase by its Offered Amount and (y) the Borrowers may, subject to the consent of the Agent, offer the difference, if any, to one or more new banks or other financial institutions (each a “Proposed New Bank”). If the Borrowers request that a Proposed New Bank join this Agreement and provide a Revolver Commitment hereunder, the Borrowers shall at least five (5) days prior to the date (or such other period as the Agent and the Borrowers shall agree) on which such Proposed New Bank proposes to join this Agreement notify the Agent of the name of the Proposed New Bank and the amount of its proposed Revolver Commitment. Upon the consent of the Agent to a Proposed New Bank joining this Agreement (which consent shall not terminate be unreasonably withheld or reduce delayed), such Proposed New Bank shall join this Agreement pursuant to the Revolving Commitments ifprovisions of subsection 9.6(j), after giving effect to any concurrent prepayment of including that its minimum Revolver Commitment be at least $5,000,000 or such lesser amount as the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the total Revolving CommitmentsAgent shall agree.
(cii) The Borrower Any Bank that increases its Revolver Commitment 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 execute and deliver an Increased Commitment and Acceptance prior to the effective date of such termination or reduction, specifying such election increase. Any Proposed New Bank shall execute and deliver a duly completed New Bank Joinder to the Agent at least five (5) days prior to the effective date thereofof such Proposed New Bank’s joinder hereto. Promptly following receipt Simultaneously with the execution and delivery of any noticea New Bank Joinder or an Increased Commitment and Acceptance, the Administrative Agent Borrower shall advise deliver a new Revolver Note for the Lenders of applicable Bank.
(iii) Following any increase in the contents thereof. Each notice delivered by the Borrower Revolver Commitments pursuant to this Section subsection 2.14(d), the Agent shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice send to the Administrative Agent on or prior to Banks and the specified effective dateBorrowers a revised Schedule I setting forth each Bank’s new Commitment. Such Schedule shall replace the existing Schedule I if no Bank objects thereto within ten (10) if such condition is not satisfied. Any termination or reduction days of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Classits receipt thereof.
(div) At any time prior Notwithstanding anything to the expiration contrary in this subsection 2.14(d), (x) the Borrowers may not request an increase in the Revolver Commitments if at the time of the Revolving Availability Period, and so long as no such request a Default or Event of Default shall have occurred which is continuing, the Borrower may elect to exist and (y) no increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Revolver Commitments pursuant to Section2.07(b) hereof, provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent including by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), (ii) way of the addition of new Lenders a Proposed New Bank) shall be subject to become effective if on the terms and provisions date that such increase would become effective, a Default or Event of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower Default shall execute and deliver such additional then exist or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment occur as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsthereof.
Appears in 1 contract
Samples: Credit Agreement (Tasty Baking Co)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments and the Letter of Credit Commitments shall terminate on the Revolving Maturity Commitment Termination Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; Commitments, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and (ii) the 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 2.102.07, the sum of the Revolving Exposures Aggregate Credit Exposure would exceed the total Aggregate Revolving Commitments, and (ii) each such reduction shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class hereunder shall be permanent. Each reduction of the Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At any time prior to the expiration of the Revolving Availability PeriodProvided that immediately before and after giving effect thereto, and so long as no Event of Default shall have occurred which is continuingor would exist, the Borrower may elect at any time and from time to time, on or before the forty eighth (48th) month anniversary of the Effective Date, at its sole cost and expense, request any one or more of the Lenders to increase (such decision to be within the aggregate sole and absolute discretion of such Lender) its Revolving Commitment, or any other Eligible Assignee reasonably satisfactory to the Administrative Agent and the Borrower to provide a new Revolving Commitments to Commitment, by submitting an amount not exceeding the Maximum Accordion Amount minus any reductions Increase Request in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that form of Exhibit F (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereofan “Increase Request”), (ii) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans duly executed by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver each such additional Lender or replacement Notes and Eligible Assignee, as the case may be. If such other documentation (including evidence of proper authorization) as may be Increase Request is in all respects reasonably requested by satisfactory to the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation execute such Increase Request and deliver a copy thereof to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lendereach such Lender or Eligible Assignee, as the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentscase may be.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Commitment of each Lender shall reduce automatically and without further action upon the making by such Lender of any Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on by an amount equal to the Effective Date principal amount of such Loan and (ii) the Revolving Commitments shall terminate automatically and without further action on the Revolving Maturity Commitment Outside Date.
(b) The Borrower may at any time Company may, upon prior written notice to the Administrative Agent specifying the effective date thereof, terminate, or from time to time permanently reduce, the Commitments of any ClassCommitments; provided that (i) each such reduction of the Commitments of any Class shall be in an amount that is not less than the Borrowing Minimum and an integral multiple of $1,000,000 and the Borrowing Multiple (ii) or, if less, the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment entire remaining amount of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the total Revolving Commitments).
(c) The Borrower shall notify Promptly following receipt of notice from the Administrative Agent of any election Company pursuant 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 Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or the completion of other transactions, in which case such notice may be revoked or extended by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective prepayment date) if such condition is not satisfiedsatisfied or the satisfaction of such condition is delayed. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At (i) The Company, the Administrative Agent and any time prior Lender or any other Person qualifying as an Eligible Assignee or any combination of such Lenders and such Persons (collectively, “Increasing Lenders”), may (in their sole discretion), after the last day of the Covenant Modification Period, enter into one or more amendment agreements substantially in the form of Exhibit D hereto (each an “Accession Agreement”) without further approval of the other Lenders, pursuant to which the Increasing Lenders agree to establish or increase, as the case may be, Commitments in an aggregate amount for all Commitments so established or increased pursuant to this paragraph during the term of this Agreement not to exceed US$100,000,000; provided that:
(A) each such increase shall be in an amount equal to US$20,000,000 or an integral multiple of US$5,000,000 in excess thereof;
(B) if requested by any Increasing Lender, the Company shall execute and deliver to the expiration Administrative Agent (1) board resolutions of the Revolving Availability PeriodCompany certified by its secretary or assistant secretary authorizing such increase and (2) a legal opinion of either the General Counsel of the Company or special counsel to the Company as to the due authorization, execution and so long delivery of this Agreement, as modified by such increase, the enforceability thereof and the absence of conflicts with the organizational documents and material agreements of the Company, all in form and substance substantially similar to such opinions delivered on the Closing Date in satisfaction of Section 4.01(a)(ii);
(C) the Company shall deliver to the Administrative Agent a certificate of an Authorized Representative certifying that no Default or Event of Default shall have occurred which then exists or would arise as a result of any such increase; and
(D) if such Increasing Lender is continuingnot already a Lender hereunder, the Borrower may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no each Increasing Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), (ii) the addition of new Lenders shall be subject to the terms and provisions approval of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower which approval shall not be required to pay any upfront unreasonably withheld, delayed or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsconditioned).
Appears in 1 contract
Samples: Term Loan Agreement (V F Corp)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Commitment Termination Date, provided however, upon delivery to the Administrative Agent of a copy of an order or approval issued by the PUC, certified by a Financial Officer of the Borrower to be true and complete, which is final and not subject to review or appeal, that authorizes the Borrower to enter into credit agreements, including this Agreement, for a period in excess of 364 days, the date set forth in clause (a) of the definition of Commitment Termination Date shall be automatically extended to the latest date permitted by such order or approval but in no event no later than the date which is the fifth anniversary of the Effective Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; Commitments, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and (ii) the 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 2.102.07, the sum of the Revolving Exposures Aggregate Credit Exposure would exceed the total Aggregate Revolving Commitments, and (ii) each such reduction shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class hereunder shall be permanent. Each reduction of the Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At any time prior to the expiration of the Revolving Availability PeriodProvided that immediately before and after giving effect thereto, and so long as no Event of Default shall have occurred which is continuingor would exist, the Borrower may elect at any time and from time to time, on or before the forty eighth (48th) month anniversary of the Effective Date, at its sole cost and expense, request any one or more of the Lenders to increase (such decision to be within the aggregate sole and absolute discretion of such Lender) its Revolving Commitment, or any other Eligible Assignee reasonably satisfactory to the Administrative Agent and the Borrower to provide a new Revolving Commitments to Commitment, by submitting an amount not exceeding the Maximum Accordion Amount minus any reductions Increase Request in the Revolving Commitments pursuant form of Exhibit E (an “Increase Request”), duly executed by the Borrower and each such Lender or Eligible Assignee, as the case may be. If such Increase Request is in all respects reasonably satisfactory to Section2.07(b) hereofthe Administrative Agent, provided that the Administrative Agent shall execute such Increase Request and deliver a copy thereof to the Borrower and each such Lender or Eligible Assignee, as the case may be. Upon execution and delivery of such Increase Request, (i) no Lender in the case of each such Lender, such Lender’s Revolving Commitment shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything increased to the contrary amount set forth in Section 9.02 hereof)such Increase Request, (ii) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to case of each such Eligible Assignee, such Eligible Assignee shall become a party hereto and shall for all purposes of the extent applicableLoan Documents be deemed a “Lender” with a Revolving Commitment in the amount set forth in such Increase Request, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall contemporaneously therewith execute and deliver to the Administrative Agent a Note or Notes for each such additional Eligible Assignee providing a new Revolving Commitment and for such existing Lender increasing its Revolving Commitment provided, however, that:
(i) immediately after giving effect thereto, the Aggregate Revolving Commitments shall not have been increased pursuant to this subsection (d) to an amount greater than $225,000,000;
(ii) each such increase shall be in an amount not less than $5,000,000 or replacement Notes such amount plus an integral multiple of $1,000,000;
(iii) the Revolving Commitments shall not be increased on more than two occasions;
(iv) if Loans shall be outstanding immediately after giving effect to such increase, the Lenders shall, upon the acceptance of the Increase Request by, and such other documentation (including evidence of proper authorization) as may be reasonably requested by at the direction of, the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of make appropriate adjustments among themselves so that the aggregate amount of the Loans outstanding to the Borrower from any of the Lenders under this Agreement are allocated among the Lenders according to their Commitment Percentages after giving effect to the increase in the Aggregate Revolving Commitments, ;
(v) each such Eligible Assignee shall have delivered to the Administrative Agent and the Borrower an Administrative Questionnaire and all forms, if any, that are required to be delivered by such Eligible Assignee pursuant to Section 3.07(e); and
(vi) the Administrative Agent shall have no obligation to arrangereceived (1) a copy of an order or approval issued by the PUC, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount certified by a Financial Officer of the Revolving CommitmentsBorrower to be true and complete, which is final and (vi) such option not subject to increase review or appeal, that authorizes the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following obtain any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed requested by the Borrower and any applicable Lender, (2) a certificate of a Financial Officer of the Borrower shall not be required to pay attaching thereto resolutions of the Board of Directors of the Borrower authorizing any upfront or other fees or expenses to any existing Lenders, new Lenders or increase of the Administrative Agent with respect to any such increase in Revolving CommitmentsCommitments requested by the Borrower.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower Company may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 the Borrowing Multiple and not less than the Borrowing Minimum and (ii) the Borrower Company shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.09, the sum Revolving Loan Exposure of any Lender would exceed its Commitment or the Revolving aggregate Exposures would exceed the total Revolving aggregate Commitments.
(c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereofof such election. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At any time prior (i) The Company may on one or more occasions, by written notice to the expiration Administrative Agent and executed by the Company and one or more financial institutions (any such financial institution referred to in this Section 2.08(d) being called an “Increasing Lender”), which may include any Lender, cause new Commitments to be extended by the Increasing Lenders (or cause the existing Commitments of the Revolving Availability PeriodIncreasing Lenders to be increased, as the case may be) in amounts set forth in such notice not to be less than (A) $10,000,000 for each Increasing Lender and so long as no Event of Default shall have occurred which is continuing, the Borrower may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b(B) hereof, $25,000,000 for all Increasing Lenders under each such notice; provided that (ix) at no Lender time shall be required the aggregate amount of all extensions of new Commitments and increases in existing Commitments effected pursuant to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in this Section 9.02 hereof)2.08(d) exceed $500,000,000, (iiy) the addition of new Lenders each Increasing Lender, if not already a Lender hereunder, shall be subject to the terms approval of the Administrative Agent (which approval shall not be unreasonably withheld) and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iiiz) the Borrower each Increasing Lender shall execute and deliver all such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation reasonably specify to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion evidence the Commitment of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Increasing Lender for) any breakage costs incurred by any and/or its status as a Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentshereunder.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and (ii) the 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, the sum of the Revolving Exposures would exceed the lesser of (x) the total Revolving CommitmentsCommitments or (y) the then current Borrowing Base.
(c) The 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.
(d) At any time prior to the expiration of the Revolving Availability Period, and so long as no Default or Event of Default shall have occurred which is continuing, the Borrower may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount $60,000,000 minus any reductions in the Revolving Commitments pursuant to Section2.07(bSection 2.07(b) hereof, provided that (i) the Borrower shall give at least fifteen (15) Business Days' prior written notice of such increase to the Administrative Agent and each existing Lender, (ii) each existing Lender shall have the right (but not the obligation) to subscribe to its pro rata share of the proposed increase in the Revolving Commitments by giving written notice of such election to the Borrower and the Administrative Agent within ten (10) Business Days after receipt of a notice from the Borrower as above described and only if an existing Lender does not exercise such election may the Borrower elect to add a new Lender, (iii) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), (iiiv) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders Lender (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iiiv) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (ivvi) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (vvii) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (viviii) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitments.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Commitment of each Lender shall reduce automatically and without further action upon the making by such Lender of any Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on by an amount equal to the Effective Date principal amount of such Loan and (ii) the Revolving Commitments shall terminate automatically and without further action on the Revolving Maturity Commitment Outside Date.
(b) The Borrower may at any time Company may, upon prior written notice to the Administrative Agent specifying the effective date thereof, terminate, or from time to time permanently reduce, the Commitments of any ClassCommitments; provided that (i) each such reduction of the Commitments of any Class shall be in an amount that is not less than the Borrowing Minimum and an integral multiple of $1,000,000 and the Borrowing Multiple (ii) or, if less, the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment entire remaining amount of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the total Revolving Commitments).
(c) The Borrower shall notify Promptly following receipt of notice from the Administrative Agent of any election Company pursuant 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 Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or the completion of other transactions, in which case such notice may be revoked or extended by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective prepayment date) if such condition is not satisfiedsatisfied or the satisfaction of such condition is delayed. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At (i)The Company, the Administrative Agent and any time prior Lender or any other Person qualifying as an Eligible Assignee or any combination of such Lenders and such Persons (collectively, “Increasing Lenders”), may (in their sole discretion) enter into one or more amendment agreements substantially in the form of Exhibit D hereto (each an “Accession Agreement”) without further approval of the other Lenders, pursuant to which the Increasing Lenders agree to establish or increase, as the case may be, Commitments in an aggregate amount for all Commitments so established or increased pursuant to this paragraph during the term of this Agreement not to exceed US$100,000,000; provided that:
(A) each such increase shall be in an amount equal to US$20,000,000 or an integral multiple of US$5,000,000 in excess thereof;
(B) if requested by any Increasing Lender, the Company shall execute and deliver to the expiration Administrative Agent (1) board resolutions of the Revolving Availability PeriodCompany certified by its secretary or assistant secretary authorizing such increase and (2) a legal opinion of either the General Counsel of the Company or special counsel to the Company as to the due authorization, execution and so long delivery of this Agreement, as modified by such increase, the enforceability thereof and the absence of conflicts with the organizational documents and material agreements of the Company, all in form and substance substantially similar to such opinions delivered on the Closing Date in satisfaction of Section 4.01(a)(ii);
(C) the Company shall deliver to the Administrative Agent a certificate of an Authorized Representative certifying that no Default or Event of Default shall have occurred which then exists or would arise as a result of any such increase; and
(D) if such Increasing Lender is continuingnot already a Lender hereunder, the Borrower may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no each Increasing Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), (ii) the addition of new Lenders shall be subject to the terms and provisions approval of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower which approval shall not be required to pay any upfront unreasonably withheld, delayed or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsconditioned).
Appears in 1 contract
Samples: Term Loan Agreement (V F Corp)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan The Commitments shall terminate at 5:00 p.m., Houston, Texas time, be automatically terminated on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower Upon at least three Business Days' prior irrevocable telecopy notice to the Administrative Agent, the Company may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Commitments of any ClassTotal Commitment; provided provided, however, that (i) each partial reduction of the Commitments of any Class Total Commitment shall be in an amount that is an integral multiple of $1,000,000 10,000,000 and in a minimum principal amount of $50,000,000 and (ii) the Borrower no such termination or reduction shall not terminate or be made (A) which would reduce the Revolving Commitments if, after giving effect Total Commitment to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, an amount less than the sum of the Revolving aggregate Standby Credit Exposures, Competitive Loan Exposures and L/C Exposures or (B) which would exceed reduce any Lender's Commitment to an amount that is less than the total Revolving Commitmentssum of such Lender's Standby Credit Exposure and L/C Exposure.
(c) The 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of in the Commitments of any Class Total Commitment hereunder shall be made ratably among the Lenders in accordance with their respective Commitments. The Borrowers shall pay to the Administrative Agent for the account of the Lenders, on the date of each reduction or termination of the Total Commitment, the Facility Fees on the amount of the Commitments terminated accrued through the date of such Classtermination or reduction.
(d) At any time prior The Company may, by written notice to the expiration Administrative Agent, executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called an "Increasing Lender"), which may include any Lender, cause Commitments to be extended by the Increasing Lenders (or cause the Commitments of the Revolving Availability PeriodIncreasing Lenders to be increased, and so long as no Event of Default shall have occurred which is continuingthe case may be) in an amount for each Increasing Lender set forth in such notice, the Borrower may elect to increase provided, however, that (a) the aggregate amount of the Revolving all new Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions and increases in the Revolving existing Commitments pursuant to Section2.07(b) hereof, provided that (i) this paragraph during the term of this Agreement shall in no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof)event exceed $300,000,000, (iib) the addition of new Lenders each Increasing Lender, if not already a Lender hereunder, shall be subject to the terms and provisions approval of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent (which approval shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, not be unreasonably withheld) and (vic) such option each Increasing Lender, if not already a Lender hereunder, shall become a party to increase this Agreement by completing and delivering to the Revolving Administrative Agent a duly executed accession agreement in a form satisfactory to the Administrative Agent and the Company (an "Accession Agreement"). New Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender and increases in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provisionSection shall become effective on the date specified in the applicable notices delivered pursuant to this Section. Except as may otherwise Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (i) such Increasing Lender shall thereafter be agreed by the Borrower deemed to be a party to this Agreement and any applicable Lendershall be entitled to all rights, the Borrower shall not be required benefits and privileges accorded a Lender hereunder and subject to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitments.all
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to thereto and any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving total Credit Exposures would exceed the total Revolving Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness occurrence of other credit facilitiesone or more events specified therein, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At any The Borrower may from time prior to time, by written notice to the expiration Administrative Agent (which shall promptly deliver a copy to each of the Revolving Availability Period, and so long as no Event of Default shall have occurred which is continuing, Lenders) executed by the Borrower and one or more financial institutions (which may elect include any Lender) that are willing to extend a Commitment or, in the case of any such financial institution that is already a Revolving Lender, to increase its Commitment (any such financial institution referred to in this Section being called an “Increasing Lender”), cause the aggregate total Commitments to be increased by such new or incremental Commitments of the Revolving Commitments to Increasing Lenders, in an amount not exceeding the Maximum Accordion Amount minus any reductions for each Increasing Lender as set forth in the Revolving Commitments pursuant to Section2.07(b) hereof, such notice; provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such the aggregate principal amount of any increase in writing (but otherwisethe total Commitments made pursuant to this Section shall not be less than $25,000,000 and the aggregate principal amount of all such increases, no notice to or consent by any Lender shall be required, notwithstanding anything to not exceed the contrary set forth in Section 9.02 hereof)Maximum Incremental Amount, (ii) the addition each Increasing Lender, if not already a Lender (or an Affiliate of new Lenders a Lender) hereunder, shall be subject to the terms prior written approval of the Administrative Agent and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders each Issuing Bank (to the extent applicable, i.e. required approvals, minimum amounts which approval shall not be unreasonably withheld or delayed) and the like), (iii) the Borrower each Increasing Lender, if not already a Lender hereunder, shall execute become a party to this Agreement by completing and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by delivering to the Administrative Agent, any new Lender or any Lender which is increasing its Agent a duly executed Accession Agreement; provided further that no Revolving Commitment, (iv) no Lender shall have any right be obligated to decrease its Revolving Commitment as become an Increasing Lender. New Commitments and increases in Commitments created pursuant to this Section shall become effective (A) in the case of an Increasing Lender already a result Lender under this Agreement, on the date specified in the applicable notice delivered pursuant to this Section and (B) in the case of such increase an Increasing Lender not already a Lender under this Agreement, on the effective date of the applicable Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder. Notwithstanding the foregoing, no increase in the aggregate amount Commitments (or in the Commitment of the Revolving Commitments, any Lender) shall become effective under this Section unless (v1) the Administrative Agent shall have no obligation received (x) documents consistent with those delivered under Sections 4.01(b) and 4.01(c) as to arrangethe corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase and (y) customary reaffirmation agreements from the Borrower and (2) on the date of such increase, find the conditions set forth in Section 4.03 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such increase and without giving effect to the parenthetical in Section 4.03(a)) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower. Following any extension of a new Commitment or locate increase of a Lender’s Commitment pursuant to this paragraph, any Lender or new bank or financial institution Revolving Loans outstanding prior to participate in any unsubscribed portion the effectiveness of such increase in or extension shall continue outstanding until the aggregate committed amount ends of the Revolving Commitmentsrespective Interests Periods applicable thereto, and (vi) such option to increase shall then be repaid and, if the Revolving Commitments may only be exercised once. The Borrower shall be required so elect, refinanced with new Loans made pursuant to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender Section 2.01 ratably in connection accordance with the need Commitments in effect following such extension or increase. For the avoidance of doubt, any new or incremental Commitments shall have the same terms as the then existing Commitments (other than with respect to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except upfront fees which will be as may otherwise be agreed by between the Borrower and any applicable Increasing Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitments).
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Facility Commitments, the Designated Currency Commitments and the Yen Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall each terminate on the Revolving Maturity Date.
(b) The Borrower Company may at any time terminate, or from time to time reduce, the Facility Commitments, the Designated Currency Commitments of any Classor the Yen Commitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Borrower Company shall not terminate or reduce (A) the Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, the sum of the Revolving Credit Exposures plus the total Competitive Loan Exposures would exceed the total Facility Commitments, (B) the Designated Currency Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the aggregate principal amount of the outstanding Revolving Designated Currency Loans would exceed the total Designated Currency Commitments or (C) the Yen Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the aggregate principal amount of the outstanding Revolving Yen Loans would exceed the total Yen Commitments.
(c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Facility Commitments, the Designated Currency Commitments or the Yen Commitments under paragraph (b) of this Section, Section at least three one Business Days Day (or, to the extent a concurrent prepayment of Loans is required in accordance with Section 2.11, upon the minimum advance notice required in connection with such prepayment under such Section) 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 Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Facility Commitments, the Designated Currency Commitments or the Yen Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 Facility Commitments, the Designated Currency Commitments of any Class or the Yen Commitments shall be permanent. Each reduction of the Facility Commitments, the Designated Currency Commitments of any Class or the Yen Commitments shall be made ratably among the Lenders, the Designated Currency Lenders or the Yen Lenders, as the case may be, in accordance with their respective Facility Commitments, Designated Currency Commitments of such Classor Yen Commitments, as applicable.
(d) At any time Upon at least 15 days’ prior notice to the expiration Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Revolving Availability PeriodLenders), and so long as no Event of Default the Company shall have occurred which is continuingthe right, subject to the Borrower may elect terms and conditions set forth below, to increase the aggregate amount of the Revolving Facility Commitments in multiples of $500,000 up to an aggregate amount not exceeding to exceed $400,000,000 (less the Maximum Accordion Amount minus amount of any reductions in Term Loan Increase made on or before the Revolving effective date of such increase) (a “Revolver Increase”). Any such increase shall apply, at the option of the Company, (x) to the Facility Commitment of one or more Lenders, if such Lender or Lenders consent to such increase, or (y) to the creation of new Facility Commitments pursuant to Section2.07(b) hereof, of one or more institutions not then a Lender hereunder; provided that (i) no if any such institution is not then a Lender hereunder, such institution shall be reasonably acceptable to the Administrative Agent and acceptable to the Issuing Bank, (ii) such existing or new Lender shall be required execute and deliver to increase its the Company and the Administrative Agent an Assumption Agreement substantially in the form of Exhibit I hereto (an “Assumption Agreement”) and (iii) if any Revolving Commitment unless it shall have expressly agreed to Loans are outstanding at the time of any such increase in writing (but otherwiseincrease, no notice to or consent by any Lender shall be requiredthe Company will, notwithstanding anything to the contrary set forth contained in Section 9.02 hereof)this Agreement, (ii) on the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result date of such increase incur and repay or prepay one or more Revolving Loans from the Lenders in such amounts so that after giving effect thereto, the Revolving Loans shall be outstanding on a pro rata basis (based on the Facility Commitments of the aggregate Lenders after giving effect to the changes made pursuant hereto on such date) from all the Lenders. Upon the effectiveness of any increase in Facility Commitments pursuant to this Section 2.09(d), Schedule 2.01(a) hereto shall be automatically amended to reflect such increase. It is understood that any increase in the amount of the Facility Commitments pursuant to this Section 2.09(d) shall not constitute an amendment or modification of this Agreement pursuant to Section 10.02. For the avoidance of doubt, no existing Revolving Commitments, (v) the Administrative Agent shall Lender will have no any obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving CommitmentsRevolver Increase.
Appears in 1 contract
Samples: Five Year Credit Agreement (Dun & Bradstreet Corp/Nw)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or only reduce the Commitments without the prior written consent of the Administrative Agent and all of the Lenders in the following circumstances: the Borrower may from time to time reducereduce the Commitments, provided that each reduction in the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is at least $25,000,000 and an integral multiple of $1,000,000 500,000, and (ii) the total Commitments may not be reduced to less than $100,000,000 unless the Commitments are reduced to zero and terminated. The 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, the sum of the total Revolving Credit Exposures would exceed the total Revolving Maximum Loan Available Amount as reduced. After any reduction in the Commitments, the Borrower’s option to increase the Commitments provided in Section 2.08(d) shall terminate.
(c) The Lead Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) of this Section, at least three (3) 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 Lead Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of in the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments. A reduction in the outstanding principal balance shall not constitute a reduction in the Commitments of such Classwithout the notice required above being delivered to Administrative Agent as set forth above.
(d) At any time So long as the Borrower is not then in Default, and the Borrower has not previously decreased the Commitments under Section 2.08(b), the Borrower may, prior to June 13, 2015, request that the expiration of the Revolving Availability PeriodCommitments be increased, and so long as no Event (a) each increase is in a minimum amount of Default shall have occurred which is continuing, $10,000,000.00 and an integral multiple of $5,000,000 (or such smaller amounts as the Borrower Administrative Agent may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereofapprove), (iib) the Borrower has not previously reduced the Commitments, and (c) the aggregate Commitments do not exceed $400,000,000.00 (the “Maximum Commitment”). If the Borrower requests that the total Commitments be increased, the Administrative Agent shall use its best efforts to obtain increased or additional commitments up to the Maximum Commitment, and to do so the Administrative Agent may obtain additional lenders of its choice (and approved by Borrower, such approval not to be unreasonably withheld or delayed), and without the necessity of approval from any of the Lenders. The Borrower and each other Credit Party shall execute an amendment to this Agreement, additional Notes and other documents as the Administrative Agent may reasonably require to evidence the increase of the Commitments, the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof projects as Mortgaged Properties, if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such admission of additional or replacement Notes and such other documentation (including evidence of proper authorization) Persons as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsif necessary.
Appears in 1 contract
Samples: Credit Agreement (Griffin Capital Essential Asset REIT, Inc.)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Commitment Termination Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and not less than $25,000,000 and (ii) the 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 2.102.08, the sum of the Revolving total Credit Exposures would exceed the total Revolving Commitments.
(c) . The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under this 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 such notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(dc) At The Borrower may, at any time by notice to the Administrative Agent, propose an increase in the total Commitments hereunder (each such proposed increase being a “Commitment Increase”) either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an “Assuming Lender”) in each case with the approval of the Administrative Agent (not to be unreasonably withheld), which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such Commitment Increase is to be effective (the “Commitment Increase Date”) (which shall be a Business Day at least three Business Days after delivery of such notice and 30 days prior to the expiration Commitment Termination Date); provided that:
(i) the minimum amount of the Revolving Availability Periodincrease of the Commitment of any Increasing Lender, and so long the minimum amount of the Commitment of any Assuming Lender, as part of any Commitment Increase shall be in an amount that is an integral multiple of $5,000,000 and not less than $10,000,000;
(ii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder shall not exceed $300,000,000;
(iii) no Event of Default shall have occurred which is continuing, and be continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase; and
(iv) the representations and warranties of the Borrower may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), (ii) the addition of new Lenders this Agreement shall be subject to true and correct on and as of the terms and provisions of Section 9.04 hereof relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent Commitment of each Assuming Lender, as applicable, i.e. required approvals, minimum amounts and resulting therefrom) shall become effective as of the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested relevant Commitment Increase Date upon receipt by the Administrative Agent, any new on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date, of (A) a certificate of a duly authorized officer of the Borrower stating that the conditions with respect to such Commitment Increase under this paragraph (c) have been satisfied and (B) an agreement, in form and substance satisfactory to the Borrower and the Administrative Agent, pursuant to which, effective as of such Commitment Increase Date, the Commitment of each such Increasing Lender shall be increased or each such Assuming Lender, as applicable, shall undertake a Commitment, duly executed by such Increasing Lender or any Assuming Lender, as the case may be, and the Borrower and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each Increasing Lender which is increasing its Revolving Commitmentand/or Assuming Lender referred to in clause (B) above, together with the certificate referred to in clause (ivA) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitmentsabove, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate record the information contained in any unsubscribed portion of each such increase agreement in the aggregate committed amount Register and give prompt notice of the Revolving Commitments, and (vi) such option relevant Commitment Increase to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable the Lenders (including, if applicable, each Assuming Lender, ). On each Commitment Increase Date the Borrower shall not be required simultaneously (i) prepay in full the outstanding Loans (if any) held by the Lenders immediately prior to giving effect to the relevant Commitment Increase, (ii) if the Borrower shall have so requested in accordance with this Agreement, borrow new Loans from all Lenders (including, if applicable, any Assuming Lender) such that, after giving effect thereto, the Loans are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase) and (iii) pay any upfront or other fees or expenses to any existing Lendersthe Lenders the amounts, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsif any, payable under Section 2.13.
Appears in 1 contract
Samples: Credit Agreement (Friedman Billings Ramsey Group Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $US$1,000,000 and not less than US$10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to thereto and any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, the sum of the Revolving total Credit Exposures would exceed the total Revolving Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, 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 Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness occurrence of other credit facilitiesone or more events specified therein, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At any The Borrower may from time prior to time, by written notice to the expiration Administrative Agent (which shall promptly deliver a copy to each of the Revolving Availability Period, and so long as no Event of Default shall have occurred which is continuing, Lenders) executed by the Borrower and one or more financial institutions (which may elect include any Lender) that are willing to extend a Commitment or, in the case of any such financial institution that is already a Lender, to increase its Commitment (any such financial institution referred to in this Section being called an “Increasing Lender”), cause the aggregate total Commitments to be increased by such new or incremental Commitments of the Revolving Commitments to Increasing Lenders, in an amount not exceeding the Maximum Accordion Amount minus any reductions for each Increasing Lender as set forth in the Revolving Commitments pursuant to Section2.07(b) hereof, such notice; provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such the aggregate principal amount of any increase in writing (but otherwise, no notice the total Commitments made pursuant to or consent by any Lender this Section shall not be required, notwithstanding anything to less than US$25,000,000 and the contrary set forth in Section 9.02 hereof)aggregate principal amount of all such increases shall not exceed US$150,000,000, (ii) the addition of new Lenders each Increasing Lender, if not already a Lender hereunder, shall be subject to the terms prior written approval of the Administrative Agent and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders each Issuing Bank (to the extent applicable, i.e. required approvals, minimum amounts which approval shall not be unreasonably withheld) and the like), (iii) the Borrower each Increasing Lender, if not already a Lender hereunder, shall execute become a party to this Agreement by completing and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by delivering to the Administrative AgentAgent a duly executed Accession Agreement. New Commitments and increases in Commitments created pursuant to this Section shall become effective (A) in the case of an Increasing Lender already a Lender under this Agreement, on the date specified in the applicable notice delivered pursuant to this Section and (B) in the case of an Increasing Lender not already a Lender under this Agreement, on the effective date of the applicable Accession Agreement. Upon the effectiveness of any new Accession Agreement to which any Increasing Lender or any Lender which is increasing its Revolving Commitmenta party, (iv) no such Increasing Lender shall have any right thereafter be deemed to decrease its Revolving Commitment as be a result party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of such a Lender hereunder. Notwithstanding the foregoing, no increase of in the aggregate amount Commitments (or in the Commitment of the Revolving Commitments, any Lender) shall become effective under this Section unless (v1) the Administrative Agent shall have no obligation received documents consistent with those delivered under Sections 4.01(b) and 4.01(c) as to arrangethe corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase and (2) on the date of such increase, find the conditions set forth in Section 4.03 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such increase and without giving effect to the parenthetical in Section 4.03(a)) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower. Following any extension of a new Commitment or locate increase of a Lender’s Commitment pursuant to this paragraph, any Lender or new bank or financial institution Loans outstanding prior to participate in any unsubscribed portion the effectiveness of such increase in or extension shall continue outstanding until the aggregate committed amount ends of the Revolving Commitmentsrespective Interests Periods applicable thereto, and (vi) such option to increase the Revolving Commitments may only shall then be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lenderrepaid and, if the Borrower shall not be required so elect, refinanced with new Loans made pursuant to pay any upfront Section 2.01 ratably in accordance with the Commitments in effect following such extension or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitmentsincrease.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Tranche 1 Term Loan Commitments shall automatically and permanently terminate at 5:00 p.m., Houston, Texas time, New York City time on the Restatement Effective Date and Date, (ii) the Revolving Tranche 2 Term Commitments shall automatically and permanently terminate on the earlier of the Tranche 2 Term Expiry Date and the date on which the fourth Borrowing of Tranche 2 Term Loans is made (after giving effect to the borrowing thereof) and (iii) the Revolving Credit Commitments shall automatically and permanently terminate on the Revolving Credit Maturity Date.
(b) The Borrower Company may at any time terminate, or from time to time reduce, the Commitments of under any ClassTranche; provided that (i) each reduction of the Commitments of under any Class Tranche shall be in an amount that is an integral multiple of $1,000,000 the Borrowing Multiple and not less than the Borrowing Minimum, in each case for Borrowings denominated in Dollars, (ii) the Borrower Company shall not terminate or reduce the Global Tranche Revolving Credit Commitments if, after giving effect to such termination or reduction and to any concurrent payment or prepayment of Global Tranche Revolving Credit Loans, the aggregate Global Tranche Revolving Credit Exposures would exceed the aggregate Global Tranche Revolving Credit Commitments and (iii) the Company shall not terminate or reduce the US Tranche Revolving Credit Commitments if, after giving effect to such termination or reduction and to any concurrent payment or prepayment of US Tranche Revolving Credit Loans and Swing Line Loans and any provision of Cash Collateral (in each case in accordance with Section 2.102.11(b)), the sum of aggregate US Tranche Revolving Credit Exposures (excluding the Revolving Exposures LC Exposure with respect to which Cash Collateral has been provided in accordance with Section 2.11(b)) would exceed the total aggregate US Tranche Revolving Credit Commitments.
(c) Each Lender’s Tranche 2 Term Commitment shall be automatically and permanently reduced on each Tranche 2 Term Borrowing Date by an aggregate amount equal to the Tranche 2 Term Loan made by such Lender on such Tranche 2 Term Borrowing Date.
(d) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under any Tranche under paragraph (b) of this Section, 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 such notice, the Administrative Agent shall advise the other Agents and the applicable Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower under any Tranche may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked or extended by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedsatisfied or the effectiveness of such other credit facilities is delayed. Any termination or reduction of the Commitments of under any Class Tranche shall be permanent. Each reduction of the Commitments of under any Class Tranche shall be made ratably among the applicable Lenders in accordance with their respective Commitments of under such ClassTranche.
(d) At any time prior to the expiration of the Revolving Availability Period, and so long as no Event of Default shall have occurred which is continuing, the Borrower may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), (ii) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitments.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower Company may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the Borrower Company shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments.
(c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, 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 such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.
(d) At any time prior On up to the expiration of the Revolving Availability Period, and so long as no Event of Default shall have occurred which is continuingtwo occasions, the Borrower may elect Company may, from time to time, at its option, seek to increase the aggregate of the Revolving total Commitments by up to an aggregate amount not exceeding of $175,000,000 (resulting in maximum total Commitments of $525,000,000) upon at least three (3) Business Days’ prior written notice to the Maximum Accordion Amount minus Administrative Agent, which notice shall specify the amount of any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no Lender such increase and shall be required to delivered at a time when no Default has occurred and is continuing. After delivery of such notice, the Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent which may be declined by any Lender shall be required, notwithstanding anything in its sole discretion) in the total Commitments on either a ratable basis to the contrary Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent (which shall include the Company’s representation that the conditions set forth in Section 9.02 hereof)4.02 are then satisfied) pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Company accepts such incremental Commitments. Upon the effectiveness of any increase in the total Commitments pursuant hereto, (i) each Lender (new or existing) shall be deemed to have accepted an assignment from the existing Lenders, and the existing Lenders shall be deemed to have made an assignment to each new or existing Lender accepting a new or increased Commitment, of an interest in each then outstanding Revolving Loan (in each case, on the terms and conditions set forth in the Assignment and Assumption) and (ii) the addition Swingline Exposure and LC Exposure of the existing and new Lenders shall be subject automatically adjusted such that, after giving effect to such assignments and adjustments, all Revolving Credit Exposure hereunder is held ratably by the Lenders in proportion to their respective Commitments. Assignments pursuant to the terms preceding sentence shall be made in exchange for, and provisions substantially contemporaneously with the payment to the assigning Lenders of, the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. Payments received by assigning Lenders pursuant to this Section in respect of the principal amount of any Eurocurrency Loan shall, for purposes of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable2.16, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result deemed prepayments of such Loan. Any increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving total Commitments pursuant to this provision. Except as may otherwise Section shall be agreed subject to receipt by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any from the Company of such increase in Revolving Commitmentssupplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Molex Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, The Commitments shall be automatically terminated on the earlier of (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Maturity Date and or (ii) 30 days after the Revolving Commitments shall terminate on date hereof if the Revolving Maturity DateClosing Date has not occurred.
(b) The Subject to Section 2.14(b), upon at least three Business Days' prior irrevocable written or telecopy notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Commitments of any ClassTotal Commitment; provided provided, however, that (i) each partial reduction of the Commitments of any Class Total Commitment shall be in an amount that is an integral multiple of $1,000,000 and in a minimum principal amount of $10,000,000 and (ii) the Borrower shall not terminate be entitled to make any such termination or reduction that would reduce the Revolving Commitments if, after giving effect Total Commitment to any concurrent prepayment an amount less than the aggregate outstanding principal amount of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the total Revolving CommitmentsCompetitive Loans.
(c) Each reduction in the Total Commitment hereunder shall be made ratably among the Banks in accordance with their respective Commitments. The Borrower shall notify pay to the Administrative Agent for the account of any election to terminate the Banks on the date of each termination or reduce reduction (in the case of a reduction, the "Reduction Date"), the Facility Fees on the amount of the Commitments under paragraph (b) of this Section, at least three Business Days prior so terminated or reduced accrued to the effective date of such termination or reduction.
(d) The Borrower may from time to time, specifying such election and notwithstanding any prior reductions in the Total Commitment by the Borrower, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Banks), request that the Total Commitment be increased by an amount that is not less than $25,000,000 and will not result in the Total Commitment under this Agreement and the Facility A Credit Agreement exceeding $575,000,000 in the aggregate. Each such notice shall set forth the requested amount of the increase in the Total Commitment and the date on which such increase is to become effective (which shall be not fewer than 20 days after the date thereofof such notice), and shall offer each Bank the opportunity to increase its Commitment by its ratable share, based on the amounts of the Banks' Commitments, of the requested increase in the Total Commitment. Promptly following receipt Each Bank shall, by notice to the Borrower and the Administrative Agent given not more than 15 Business Days after the date of any the Borrower's notice, either agree to increase its Commitment by all or a portion of the offered amount or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 15 Business Days shall be deemed to have declined to increase its Commitment); provided, however, that no Bank may agree to increase its Commitment hereunder unless it shall have agreed to ratably increase its Commitment under the Facility A Credit Agreement (if the Facility A Credit Agreement is then in effect). In the event that, on the 15th Business Day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Borrower, the Borrower shall have the right to arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an "Augmenting Bank"), which may include any Bank, to extend Commitments or increase their existing Commitments in an aggregate amount equal to all or part of the unsubscribed amount; provided that each Augmenting Bank, if not already a Bank hereunder, shall be subject to the approval of the Borrower and the Administrative Agent (which approval shall not be unreasonably withheld) and shall execute all such documentation as the Administrative Agent shall advise specify to evidence its status as a Bank hereunder. If (and only if) Banks (including Augmenting Banks) shall have agreed to increase their Commitments or to extend new Commitments in an aggregate amount not less than $25,000,000, such increases and such new Commitments shall become effective on the Lenders of date specified in the contents thereof. Each notice delivered by the Borrower pursuant to the first sentence of this Section paragraph, and shall be irrevocable; provided that a notice of termination of deemed added to the Commitments delivered by set forth in Schedule 2.01 hereof. Notwithstanding the Borrower may state that such notice is conditioned upon foregoing, no increase in the effectiveness of other credit facilities, Total Commitment (or in which case such notice may be revoked by the 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 Commitment of any Class Bank) shall be permanent. Each reduction of become effective under this paragraph unless, on the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments date of such Class.
(d) At any time prior to the expiration of the Revolving Availability Periodincrease, and so long as no Event of Default shall have occurred which is continuing, the Borrower may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary conditions set forth in paragraphs (b) and (c) of Section 9.02 hereof), (ii) the addition of new Lenders 4.01 shall be subject satisfied (with all references in such paragraphs to the terms a Borrowing being deemed to be references to such increase) and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (iii) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Revolving Commitment, (iv) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (v) the Administrative Agent shall have no obligation received a certificate to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion that effect dated such date and executed by a Financial Officer of the Borrower and (ii) on the effective date of such increase the Total Commitment under and as defined in the aggregate committed amount of the Revolving Commitments, and (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower Facility A Credit Agreement shall be required to pay proportionately increased (or to reimburse each applicable Lender forif the Facility A Credit Agreement is then in effect) any breakage costs incurred by any Lender in connection accordance with the need to reallocate existing Loans among the Lenders following terms of such Agreement. Following any increase in the Revolving Commitments of any of the Banks pursuant to this provision. Except as may otherwise be agreed by paragraph, any Revolving Credit Loans outstanding prior to the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any effectiveness of such increase in shall continue outstanding until the ends of the respective interest periods applicable thereto, and shall then be repaid or refinanced with new Revolving CommitmentsCredit Loans made pursuant to Sections 2.01 and 2.05.
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