Termination, Reduction or Conversion of Commitments. (a) Upon at least three (3) Business Days’ prior written notice to the Agent, subject to the terms and provisions of this Section 5.5, the Company may at any time, in whole or in part, permanently terminate or permanently reduce the Total Commitment, among the Lenders in accordance with (i) their respective Pro Rata Share of Floor Plan Loan Commitments, and (ii) their respective Pro Rata Share of Acquisition Loan Commitments; provided (x) any such partial reduction of the Total Commitment shall be in minimum aggregate increments of $5,000,000; (y) any such partial reduction shall be made ratably between the Total Floor Plan Loan Commitment and the Total Acquisition Loan Commitment respectively, and pro rata among the Lenders within each type of Commitment, and (z) no reduction shall reduce the amount of the Total Acquisition Loan Commitment to an amount which is less than the Letter of Credit Obligations outstanding at such time and no reduction shall reduce the amount of the Total Floor Plan Loan Commitment to an amount which is less than the Swing Line. In connection with any such reduction, the Floor Plan Agent in its sole discretion may, or at the direction of the Required Lenders shall, suspend and/or terminate all or any portion of the then outstanding Drafting Agreements. In addition, no such reduction shall cause the Total Acquisition Loan Commitment to exceed 40% of the Total Commitment. Subject to the Company’s right to subsequent terminations and reductions under this paragraph (a), each notice delivered by the Company pursuant to this paragraph (a) shall be irrevocable for such individual election notice. (b) Subject to the terms and provisions of this Section 5.5, at any time there exists any unused portion of the Acquisition Loan Commitments, the Company may request in writing the Agent to convert all or a part of such unused portion of the Acquisition Loan Commitments into Floor Plan Loan Commitments, provided, following such conversion, the total of the Acquisition Loan Commitments shall not be less than an amount equal to (i) the sum of all Acquisition Loans then outstanding, plus (ii) all Letter of Credit Obligations then outstanding, plus (iii) any Reserve Commitment; and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Floor Plan Loan Commitments shall be increased by the amount so requested by the Company, such amount together with the Acquisition Loan Commitments not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Floor Plan Loan Commitments, the Company may request the Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Floor Plan Loan Commitments and the Acquisition Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Acquisition Loan Commitments into Floor Plan Loan Commitments or vice versa, the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Floor Plan Lenders, and the Acquisition Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Floor Plan Loan Commitments, which increase or decrease in the Acquisition Loan Commitments shall be allocated among the Acquisition Loan Lenders based on their Pro Rata Share of Acquisition Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (b), each notice delivered by the Company pursuant to this paragraph (b) shall be irrevocable for such individual election notice. (c) Subject to the terms and provisions of this Section 5.5, at any time there exists any unused portion of the Floor Plan Loan Commitments, the Company may request in writing the Agent to convert up to $151,000,000 of such unused portion of the Floor Plan Loan Commitments into Acquisition Loan Commitments; provided, following such conversion, the total of the Floor Plan Loan Commitments shall not be less than an amount equal to (i) the sum of all Floor Plan Loans then outstanding, plus (ii) the sum of all Swing Line Loans then outstanding; and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments shall be increased by the amount so requested by the Company, such amount together with the Floor Plan Loan Commitments not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Acquisition Loan Commitments, the Company may request the Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments and the Floor Plan Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Floor Plan Loan Commitments into Acquisition Loan Commitments or vice versa, the Acquisition Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Acquisition Loan Lenders, and the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Acquisition Loan Commitments, which increase or decrease in the Floor Plan Loan Commitments shall be allocated among the Floor Plan Lenders based on their Pro Rata Share of Floor Plan Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (c), each notice delivered pursuant this paragraph (c) shall be irrevocable for such individual election notice. (d) The Borrowers shall not be required to deliver replacement Notes to any Lender in connection with any conversion of the Acquisition Loan Commitments or Floor Plan Loan Commitments or any reversal of any such conversion, in each case, under Section 5.5(b) or (c). Following any such conversion or reversal, the amount of each Lender’s Acquisition Loan Commitment and Floor Plan Loan Commitment shall be noted on the Agent’s records, which records will be conclusive evidence thereof, absent manifest error; provided, however, that any failure by the Agent to record any such information shall not affect the obligations of the Borrowers with respect thereto in accordance with the terms of this Agreement and the Loan Documents. (e) After giving effect to any reduction, conversion or reversal thereof pursuant to the terms of this Section 5.5, the Total Acquisition Loan Commitment shall not exceed 40% of the Total Commitment. (f) At the time the Commitments of any Lender are terminated or reduced pursuant to Section 5.5(a), the Company shall pay to the Agent for the account of each such Lender, the Floor Plan Loan Commitment Fees and the Acquisition Loan Commitment Fees on the amount of such terminated or reduced Commitments owed to the date of such termination or reduction. (g) Each of the Commitments shall automatically and permanently terminate on the Maturity Date.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Group 1 Automotive Inc), Revolving Credit Agreement (Group 1 Automotive Inc)
Termination, Reduction or Conversion of Commitments. (a) Upon at least three (3) Business Days’ prior written notice to the Agent, subject to the terms and provisions of this Section 5.5, the Company may at any time, in whole or in partwhole, permanently terminate or permanently reduce the Total CommitmentCommitments, among the Lenders in accordance with (i) their respective Pro Rata Share of Floor Plan Loan Commitments, and (ii) their respective Pro Rata Share of Acquisition Loan Commitments; provided (x) any such partial reduction of the Total Commitment Commitments shall be in minimum aggregate increments of Five Million Dollars ($5,000,000); (y) any such partial reduction shall be made ratably between the Total Floor Plan Loan Commitment and the Total Acquisition Loan Commitment respectively, and pro rata among the Lenders within each type of Commitment, and (z) no reduction shall reduce the amount of the Total Acquisition Loan Commitment to an amount which is less than the Letter of Credit Obligations outstanding at such time and no reduction shall reduce the amount of the Total Floor Plan Loan Commitment to an amount which is less than the Swing Linetime. In connection with any such reduction, the Floor Plan Agent in its sole discretion may, or at the direction of the Required Lenders shallLenders, shall suspend and/or terminate all or any portion of the then outstanding Drafting Agreements. In addition, (i) no such reduction shall cause the Total Acquisition Loan Commitment to exceed 40% twenty five percent (25%) of the Total Commitment. Subject Commitments and (ii) the ratio of such Lender’s Floor Plan Loan Commitment to the Companysuch Lender’s right Acquisition Loan Commitment shall never be less than 3.0 to subsequent terminations and reductions under this paragraph (a), each notice delivered by the Company pursuant to this paragraph (a) shall be irrevocable for such individual election notice1.0.
(b) Subject to Section 5.5(a) above and the terms and provisions of contained in this Section 5.5paragraph (b), at any time there exists any unused portion of the Acquisition Loan Commitments, the Company may request in writing the Agent to convert all or a part of such unused portion of the Acquisition Loan Commitments into Floor Plan Loan Commitments, provided, following such conversion, the total of the Acquisition Loan Commitments shall not never be less than an amount equal to (i) the sum of all Acquisition Loans then outstanding, plus (ii) all Letter of Credit Obligations then outstanding, plus (iii) any Reserve Commitment; and in such event and following five (5) Business Days days prior written notice from the Company to the Agent, the Floor Plan Loan Commitments shall shall, upon such request, be increased by the amount so requested by the Company, such amount together with the Acquisition Loan Commitments not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Floor Plan Loan Commitments, the Company may request the Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Floor Plan Loan Commitments and the Acquisition Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. .
(c) Upon any such conversion of Acquisition Loan Commitments into Floor Plan Loan Commitments or vice versa, the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Floor Plan Lenders, and the Acquisition Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Floor Plan Loan Commitments, which increase or decrease in the Acquisition Loan Commitments shall be allocated among the Acquisition Loan Lenders based on their Pro Rata Share of Acquisition Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (b), each notice delivered by the Company pursuant to this paragraph (b) shall be irrevocable for such individual election notice.
(c) Subject to the terms and provisions of this Section 5.5, at any time there exists any unused portion of the Floor Plan Loan Commitments, the Company may request in writing the Agent to convert up to $151,000,000 of such unused portion of the Floor Plan Loan Commitments into Acquisition Loan Commitments; provided, following such conversion, the total of the Floor Plan Loan Commitments shall not be less than an amount equal to (i) the sum of all Floor Plan Loans then outstanding, plus (ii) the sum of all Swing Line Loans then outstanding; and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments shall be increased by the amount so requested by the Company, such amount together with the Floor Plan Loan Commitments not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Acquisition Loan Commitments, the Company may request the Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments and the Floor Plan Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Floor Plan Loan Commitments into Acquisition Loan Commitments or vice versa, the Acquisition Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Acquisition Loan Lenders, and the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Acquisition Loan Commitments, which increase or decrease in the Floor Plan Loan Commitments shall be allocated among the Floor Plan Lenders based on their Pro Rata Share of Floor Plan Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (c), each notice delivered pursuant this paragraph (c) shall be irrevocable for such individual election notice.
(d) The Borrowers shall not be required to deliver replacement Notes to any Lender in connection with any conversion of the Acquisition Loan Commitments or Floor Plan Loan Commitments or any reversal of any such conversion, in each case, under Section 5.5(b) or (c). Following any such conversion or reversal, the amount of each Lender’s Acquisition Loan Commitment and Floor Plan Loan Commitment shall be noted on the Agent’s records, which records will be conclusive evidence thereof, absent manifest error; provided, however, that any failure by the Agent to record any such information shall not affect the obligations of the Borrowers with respect thereto in accordance with the terms of this Agreement and the Loan Documents.
(e) After giving effect to any reduction, conversion or reversal thereof pursuant to the terms of this Section 5.5, the Total Acquisition Loan Commitment shall not exceed 40% of the Total Commitment.
(f) At the time the Commitments of any Lender are terminated or reduced pursuant to Section 5.5(a), the Company shall pay to the Agent for the account of each such Lender, the Floor Plan Loan Commitment Fees and the Acquisition Loan Commitment Fees on the amount of such terminated or reduced Commitments owed to the date of such termination or reduction.
(ge) Each of the Commitments shall automatically and permanently terminate on the Maturity Date.
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Termination, Reduction or Conversion of Commitments. (a) Upon at least three (3) Business Days’ prior written notice to the Agent, subject to the terms and provisions of this Section 5.5, the Company may at any time, in whole or in part, permanently terminate or permanently reduce the Total Commitment, among the Lenders in accordance with (i) their respective Pro Rata Share of Floor Plan Loan Commitments, and (ii) their respective Pro Rata Share of Acquisition Loan Commitments; provided (x) any such partial reduction of the Total Commitment shall be in minimum aggregate increments of Five Million Dollars ($5,000,000); (y) any such partial reduction shall be made ratably between the Total Floor Plan Loan Commitment and the Total Acquisition Loan Commitment respectively, and pro rata among the Lenders within each type of Commitment, and (z) no reduction shall reduce the amount of the Total Acquisition Loan Commitment to an amount which is less than the Letter of Credit Obligations outstanding at such time and no reduction shall reduce the amount of the Total Floor Plan Loan Commitment to an amount which is less than the Swing Linetime. In connection with any such reduction, the Floor Plan Agent in its sole discretion may, or at the direction of the Required Lenders shall, suspend and/or terminate all or any portion of the then outstanding Drafting Agreements. In addition, (i) no such reduction shall cause the Total Acquisition Loan Commitment to exceed 4019% of the Total Commitment. Subject Commitment and (ii) the ratio of such Lender’s Floor Plan Loan Commitment to the Companysuch Lender’s right Acquisition Loan Commitment shall never be less than 4.40 to subsequent terminations and reductions under this paragraph (a), each notice delivered by the Company pursuant to this paragraph (a) shall be irrevocable for such individual election notice1.00.
(b) Subject to the terms and provisions of this Section 5.5, at any time there exists any unused portion of the Acquisition Loan Commitments, the Company may request in writing the Agent to convert all or a part of such unused portion of the Acquisition Loan Commitments into Floor Plan Loan Commitments, provided, following such conversion, the total of the Acquisition Loan Commitments shall not be less than an amount equal to (i) the sum of all Acquisition Loans then outstanding, plus (ii) all Letter of Credit Obligations then outstanding, plus (iii) any Reserve Commitment; and in such event and following five (5) Business Days days prior written notice from the Company to the Agent, the Floor Plan Loan Commitments shall shall, upon such request, be increased by the amount so requested by the Company, such amount together with the Acquisition Loan Commitments not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Floor Plan Loan Commitments, the Company may request the Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Floor Plan Loan Commitments and the Acquisition Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Acquisition Loan Commitments into Floor Plan Loan Commitments or vice versa, the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Floor Plan Lenders, and the Acquisition Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Floor Plan Loan Commitments, which increase or decrease in the Acquisition Loan Commitments shall be allocated among the Acquisition Loan Lenders based on their Pro Rata Share of Acquisition Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (b), each notice delivered by the Company pursuant to this paragraph (b) shall be irrevocable for such individual election notice.
(c) Subject to the terms and provisions of this Section 5.5, at any time there exists any unused portion of the Floor Plan Loan Commitments, the Company may request in writing the Agent to convert up to $151,000,000 220,000,000 of such unused portion of the Floor Plan Loan Commitments into Acquisition Loan Commitments; provided, following such conversion, the total of the Floor Plan Loan Commitments shall not be less than an amount equal to (i) the sum of all Floor Plan Loans then outstanding, plus (ii) the sum of all Swing Line Loans then outstanding; and in such event and following five (5) Business Days days prior written notice from the Company to the Agent, the Acquisition Loan Commitments shall shall, upon such request, be increased by the amount so requested by the Company, such amount together with the Floor Plan Loan Commitments not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Acquisition Loan Commitments, the Company may request the Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments and the Floor Plan Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Floor Plan Loan Commitments into Acquisition Loan Commitments or vice versa, the Acquisition Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Acquisition Loan Lenders, and the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Acquisition Loan Commitments, which increase or decrease in the Floor Plan Loan Commitments shall be allocated among the Floor Plan Lenders based on their Pro Rata Share of Floor Plan Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (c), each notice delivered pursuant this paragraph (c) shall be irrevocable for such individual election notice.
(d) The Borrowers shall not be required to deliver replacement Notes to any Lender in connection with any conversion of the Acquisition Loan Commitments or Floor Plan Loan Commitments or any reversal of any such conversion, in each case, under Section 5.5(b) or (c). Following any such conversion or reversal, the amount of each Lender’s Acquisition Loan Commitment and Floor Plan Loan Commitment shall be noted on the Agent’s records, which records will be conclusive evidence thereof, absent manifest error; provided, however, that any failure by the Agent to record any such information shall not affect the obligations of the Borrowers with respect thereto in accordance with the terms of this Agreement and the Loan Documents.
(e) After giving effect to any reduction, conversion or reversal thereof pursuant to the terms of this Section 5.5, (i) the Total Acquisition Loan Commitment shall not exceed 4019% of the Total CommitmentCommitment and (ii) the ratio of each Lender’s Floor Plan Loan Commitment to such Lender’s Acquisition Loan Commitment shall not be less than 4.40 to 1.00.
(f) At the time the Commitments of any Lender are terminated or reduced pursuant to Section 5.5(a), the Company shall pay to the Agent for the account of each such Lender, the Floor Plan Loan Commitment Fees and the Acquisition Loan Commitment Fees on the amount of such terminated or reduced Commitments owed to the date of such termination or reduction.
(g) Each of the Commitments shall automatically and permanently terminate on the Maturity Date.
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Termination, Reduction or Conversion of Commitments. (a) Upon at least three (3) Business Days’ prior written notice to the Agent, subject to the terms and provisions of this Section 5.5, the Company may at any time, in whole or in part, permanently terminate or permanently reduce the Total Commitment, among the Lenders in accordance with (i) their respective Pro Rata Share of Floor Plan Loan Commitments, and (ii) their respective Pro Rata Share of Acquisition Loan Commitments; provided (x) any such partial reduction of the Total Commitment shall be in minimum aggregate increments of $5,000,000; (y) any such partial reduction shall be made ratably between the Total Floor Plan Loan Commitment and the Total Acquisition Loan Commitment respectively, and pro rata among the Lenders within each type of Commitment, and (z) no reduction shall reduce the amount of the Total Acquisition Loan Commitment to an amount which is less than the Letter of Credit Obligations outstanding at - 57 - such time and no reduction shall reduce the amount of the Total Floor Plan Loan Commitment to an amount which is less than the Swing Line. In connection with any such reduction, the Floor Plan Agent in its sole discretion may, or at the direction of the Required Lenders shall, suspend and/or terminate all or any portion of the then outstanding Drafting Agreements. In addition, no such reduction shall cause the Total Acquisition Loan Commitment to exceed 4020% of the Total Commitment. Subject to the Company’s right to subsequent terminations and reductions under this paragraph (a), each notice delivered by the Company pursuant to this paragraph (a) shall be irrevocable for such individual election notice.
(b) Subject to the terms and provisions of this Section 5.5, at any time there exists any unused portion of the Acquisition Loan Commitments, the Company may request in writing the Agent to convert all or a part of such unused portion of the Acquisition Loan Commitments into Floor Plan Loan Commitments, provided, following such conversion, the total of the Acquisition Loan Commitments shall not be less than an amount equal to (i) the sum of all Acquisition Loans then outstanding, plus (ii) all Letter of Credit Obligations then outstanding, plus (iii) any Reserve Commitment; and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Floor Plan Loan Commitments shall be increased by the amount so requested by the Company, such amount together with the Acquisition Loan Commitments not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Floor Plan Loan Commitments, the Company may request the Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Floor Plan Loan Commitments and the Acquisition Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Acquisition Loan Commitments into Floor Plan Loan Commitments or vice versa, the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Floor Plan Lenders, and the Acquisition Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Floor Plan Loan Commitments, which increase or decrease in the Acquisition Loan Commitments shall be allocated among the Acquisition Loan Lenders based on their Pro Rata Share of Acquisition Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (b), each notice delivered by the Company pursuant to this paragraph (b) shall be irrevocable for such individual election notice.
(c) Subject to the terms and provisions of this Section 5.5, at any time there exists any unused portion of the Floor Plan Loan Commitments, the Company may request in writing the Agent to convert up to $151,000,000 260,000,000 of such unused portion of the Floor Plan Loan Commitments into Acquisition Loan Commitments; provided, following such conversion, the total of the Floor Plan Loan Commitments shall not be less than an amount equal to (i) the sum of all Floor Plan Loans then outstanding, plus (ii) the sum of all Swing Line Loans then outstanding; and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments shall be increased by the amount so requested by the Company, such amount together with the Floor Plan Loan Commitments not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Acquisition Loan Commitments, the Company may request the Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments and the Floor Plan Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Floor Plan Loan Commitments into Acquisition Loan Commitments or vice versa, the Acquisition Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Acquisition Loan Lenders, and the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Acquisition Loan Commitments, which increase or decrease in the Floor Plan Loan Commitments shall be allocated among the Floor Plan Lenders based on their Pro Rata Share of Floor Plan Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (c), each notice delivered pursuant this paragraph (c) shall be irrevocable for such individual election notice.
(d) The Borrowers shall not be required to deliver replacement Notes to any Lender in connection with any conversion of the Acquisition Loan Commitments or Floor Plan Loan Commitments or any reversal of any such conversion, in each case, under Section 5.5(b) or (c). Following any such conversion or reversal, the amount of each Lender’s Acquisition Loan Commitment and Floor Plan Loan Commitment shall be noted on the Agent’s records, which records will be conclusive evidence thereof, absent manifest error; provided, however, that any failure by the Agent to record any such information shall not affect the obligations of the Borrowers with respect thereto in accordance with the terms of this Agreement and the Loan Documents.
(e) After giving effect to any reduction, conversion or reversal thereof pursuant to the terms of this Section 5.5, the Total Acquisition Loan Commitment shall not exceed 4020% of the Total Commitment.
(f) At the time the Commitments of any Lender are terminated or reduced pursuant to Section 5.5(a), the Company shall pay to the Agent for the account of each such Lender, the Floor Plan Loan Commitment Fees and the Acquisition Loan Commitment Fees on the amount of such terminated or reduced Commitments owed to the date of such termination or reduction.
(g) Each of the Commitments shall automatically and permanently terminate on the Maturity Date.
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Termination, Reduction or Conversion of Commitments. (a) Upon at least three (3) Business Days’ prior written notice to the Agent, subject to the terms and provisions of this Section 5.5, the Company may at any time, in whole or in partwhole, permanently terminate or permanently reduce the Total CommitmentCommitments, among the Lenders in accordance with (i) their respective Pro Rata Share of Floor Plan Loan Commitments, and (ii) their respective Pro Rata Share of Acquisition Loan Commitments; provided (x) any such partial reduction of the Total Commitment Commitments shall be in minimum aggregate increments of Five Million Dollars ($5,000,000); (y) any such partial reduction shall be made ratably between the Total Floor Plan Loan Commitment and the Total Acquisition Loan Commitment respectively, and pro rata among the Lenders within each type of Commitment, and (z) no reduction shall reduce the amount of the Total Acquisition Loan Commitment to an amount which is less than the Letter of Credit Obligations outstanding at such time and no reduction shall reduce the amount of the Total Floor Plan Loan Commitment to an amount which is less than the Swing Linetime. In connection with any such reduction, the Floor Plan Agent in its sole discretion may, or at the direction of the Required Lenders shallLenders, shall suspend and/or terminate all or any portion of the then outstanding Drafting Agreements. In addition, (i) no such reduction shall cause the Total Acquisition Loan Commitment to exceed 40% its percentage of the Total Commitment. Subject Commitments in effect on the Closing Date and (ii) the ratio of such Lender’s Floor Plan Loan Commitment to such Lender’s Acquisition Loan Commitment shall never be less than such ratio on the Company’s right to subsequent terminations and reductions under this paragraph (a), each notice delivered by the Company pursuant to this paragraph (a) shall be irrevocable for such individual election noticeClosing Date.
(b) Subject to Section 5.5(a) above and the terms and provisions of contained in this Section 5.5paragraph (b), at any time there exists any unused portion of the Acquisition Loan Commitments, the Company may request in writing the Agent to convert all or a part of such unused portion of the Acquisition Loan Commitments into Floor Plan Loan Commitments, provided, following such conversion, the total of the Acquisition Loan Commitments shall not never be less than an amount equal to (i) the sum of all Acquisition Loans then outstanding, plus (ii) all Letter of Credit Obligations then outstanding, plus (iii) any Reserve Commitment; and in such event and following five (5) Business Days days prior written notice from the Company to the Agent, the Floor Plan Loan Commitments shall shall, upon such request, be increased by the amount so requested by the Company, such amount together with the Acquisition Loan Commitments not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Floor Plan Loan Commitments, the Company may request the Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Floor Plan Loan Commitments and the Acquisition Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. .
(c) Upon any such conversion of Acquisition Loan Commitments into Floor Plan Loan Commitments or vice versa, the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Floor Plan Lenders, and the Acquisition Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Floor Plan Loan Commitments, which increase or decrease in the Acquisition Loan Commitments shall be allocated among the Acquisition Loan Lenders based on their Pro Rata Share of Acquisition Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (b), each notice delivered by the Company pursuant to this paragraph (b) shall be irrevocable for such individual election notice.
(c) Subject to the terms and provisions of this Section 5.5, at any time there exists any unused portion of the Floor Plan Loan Commitments, the Company may request in writing the Agent to convert up to $151,000,000 of such unused portion of the Floor Plan Loan Commitments into Acquisition Loan Commitments; provided, following such conversion, the total of the Floor Plan Loan Commitments shall not be less than an amount equal to (i) the sum of all Floor Plan Loans then outstanding, plus (ii) the sum of all Swing Line Loans then outstanding; and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments shall be increased by the amount so requested by the Company, such amount together with the Floor Plan Loan Commitments not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Acquisition Loan Commitments, the Company may request the Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments and the Floor Plan Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Floor Plan Loan Commitments into Acquisition Loan Commitments or vice versa, the Acquisition Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Acquisition Loan Lenders, and the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Acquisition Loan Commitments, which increase or decrease in the Floor Plan Loan Commitments shall be allocated among the Floor Plan Lenders based on their Pro Rata Share of Floor Plan Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (c), each notice delivered pursuant this paragraph (c) shall be irrevocable for such individual election notice.
(d) The Borrowers shall not be required to deliver replacement Notes to any Lender in connection with any conversion of the Acquisition Loan Commitments or Floor Plan Loan Commitments or any reversal of any such conversion, in each case, under Section 5.5(b) or (c). Following any such conversion or reversal, the amount of each Lender’s Acquisition Loan Commitment and Floor Plan Loan Commitment shall be noted on the Agent’s records, which records will be conclusive evidence thereof, absent manifest error; provided, however, that any failure by the Agent to record any such information shall not affect the obligations of the Borrowers with respect thereto in accordance with the terms of this Agreement and the Loan Documents.
(e) After giving effect to any reduction, conversion or reversal thereof pursuant to the terms of this Section 5.5, the Total Acquisition Loan Commitment shall not exceed 40% of the Total Commitment.
(f) At the time the Commitments of any Lender are terminated or reduced pursuant to Section 5.5(a), the Company shall pay to the Agent for the account of each such Lender, the Floor Plan Loan Commitment Fees and the Acquisition Loan Commitment Fees on the amount of such terminated or reduced Commitments owed to the date of such termination or reduction.
(ge) Each of the Commitments shall automatically and permanently terminate on the Maturity Date.
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Termination, Reduction or Conversion of Commitments. (a) Upon at least three (3) Business Days’ prior written The Company may, upon notice to the Administrative Agent, subject terminate the Aggregate New Vehicle Floorplan Commitments or the Aggregate Used Vehicle Floorplan Commitments, or from time to the terms and provisions of this Section 5.5, the Company may at any time, in whole or in part, permanently terminate or time permanently reduce the Total Commitment, among Aggregate New Vehicle Floorplan Commitments or the Lenders in accordance with Aggregate Used Vehicle Floorplan Commitments; provided that (i) their respective Pro Rata Share any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 30 days prior to the date of Floor Plan Loan Commitmentstermination or reduction, and (ii) their respective Pro Rata Share of Acquisition Loan Commitments; provided (x) any such partial reduction of the Total Commitment shall be in minimum aggregate increments of $5,000,000; (y) any such partial reduction shall be made ratably between in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) if, after giving effect to any reduction of the Total Floor Plan Loan Commitment and Aggregate New Vehicle Floorplan Commitments, the Total Acquisition Loan Commitment respectively, and pro rata among the Lenders within each type of Commitment, and (z) no reduction shall reduce New Vehicle Floorplan Swing Line Sublimit exceeds the amount of the Total Acquisition Loan Commitment Aggregate New Vehicle Floorplan Commitments, such Sublimit shall be automatically reduced by the amount of such excess, (iv) if, after giving effect to an amount which is less than any reduction of the Letter of Credit Obligations outstanding at such time and no reduction shall reduce Aggregate Used Vehicle Floorplan Commitments, the Used Vehicle Floorplan Swing Line Sublimit exceeds the amount of the Total Floor Plan Loan Commitment Aggregate Used Vehicle Floorplan Commitments, such Sublimit shall be automatically reduced by the amount of such excess, and (v) following any such reduction, no more than 15% of the Aggregate Commitments may be allocated to an amount which is less than the Swing LineAggregate Used Vehicle Floorplan Commitments. In connection with any such reductionreduction of the Aggregate New Vehicle Floorplan Commitments, the Floor Plan Agent New Vehicle Floorplan Swing Line Lender in its sole discretion may, or at the direction of the Required Lenders shall, may suspend and/or terminate all or any a portion of the then outstanding Drafting AgreementsPayment Commitments or Payoff Letter Commitments which shall be promptly selected by the Company, in an amount that corresponds to the size of said reduction. In addition, no The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction shall cause the Total Acquisition Loan Commitment to exceed 40% of the Total CommitmentAggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments. Subject Any reduction of the Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments shall be applied to the Company’s right Commitment of each Lender in accordance with (x) its respective Applicable New Vehicle Floorplan Percentage and (y) its respective Applicable Used Vehicle Floorplan Percentage, as the case may be. All fees and interest accrued under the New Vehicle Floorplan Facility as of the effective date of any termination of the Aggregate New Vehicle Floorplan Commitments shall be paid on the effective date of such termination; provided that, interest due and payable to subsequent terminations and reductions under this paragraph the New Vehicle Swing Line Lender (a), each notice delivered by the Company pursuant to this paragraph (ain such capacity) shall be irrevocable for due and payable pursuant to terms acceptable to the New Vehicle Swing Line Lender in its sole discretion. All fees and interest accrued under the Used Vehicle Floorplan Facility as of the effective date of any termination of the Aggregate Used Vehicle Floorplan Commitments shall be paid on the effective date of such individual election noticetermination; provided that, interest due and payable to the Used Vehicle Swing Line Lender (in such capacity), shall be due and payable pursuant to terms acceptable to the Used Vehicle Swing Line Lender in its sole discretion.
(b) Subject to the terms and provisions of this Section 5.5, at At any time there exists any unused portion of the Acquisition Loan Aggregate Used Vehicle Floorplan Commitments or the Aggregate New Vehicle Floorplan Commitments, and provided that, unless otherwise approved by the Administrative Agent in its sole discretion, no Default shall have occurred and be continuing, the Company may may, by delivering to the Administrative Agent and the New Vehicle Floorplan Operations Group a Conversion Notice in substantially the form of Exhibit R not less than three days prior to the date of such conversion, request in writing the Administrative Agent and the Lenders to convert all or a part of such unused portion of the Acquisition Loan Aggregate Used Vehicle Floorplan Commitments into Floor Plan Loan Aggregate New Vehicle Floorplan Commitments or all or a part of such unused portion of the Aggregate New Vehicle Floorplan Commitments into Aggregate Used Vehicle Floorplan Commitments, provided, following any such conversion, the total at least 85% of the Acquisition Loan Aggregate Floorplan Facility Commitments shall not must be less than an amount equal allocated to (i) the sum of all Acquisition Loans then outstanding, plus (ii) all Letter of Credit Obligations then outstanding, plus (iii) any Reserve Commitment; and in Aggregate New Vehicle Floorplan Commitments. Following such event and following five (5) Business Days prior written notice from the Company to the AgentAdministrative Agent and the New Vehicle Floorplan Operations Group and subject to the foregoing, the Floor Plan Loan Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments, as applicable, shall upon such request be increased by the amount so requested by the Company, such amount together with the Acquisition Loan Commitments not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Floor Plan Loan Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments, the Company may request the Administrative Agent and the New Vehicle Floorplan Operations Group to reverse any such portion thereofthereof by delivering a Conversion Notice in substantially the form of Exhibit R, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Floor Plan Loan Aggregate New Vehicle Floorplan Commitments and the Acquisition Loan Aggregate Used Vehicle Floorplan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion Solely for the purpose of Acquisition Loan Commitments into Floor Plan Loan Commitments or vice versa, calculating the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Floor Plan Lenders, and the Acquisition Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Floor Plan Loan Commitments, which increase or decrease in the Acquisition Loan Commitments shall be allocated among the Acquisition Loan Lenders based on their Pro Rata Share of Acquisition Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (b), each notice delivered by the Company Commitment Fee pursuant to this paragraph (b) shall be irrevocable for such individual election notice.
(c) Subject to the terms and provisions Section 2.13, any part of this Section 5.5, at any time there exists any unused portion of the Floor Plan Loan Aggregate Used Vehicle Floorplan Commitments that is converted into Aggregate New Vehicle Floorplan Commitment pursuant to this section shall still be included in the Aggregate Used Vehicle Floorplan Commitments, . In the Company may request in writing the Agent to convert up to $151,000,000 case of such unused a portion of the Floor Plan Loan Aggregate New Vehicle Floorplan Commitments that was originally New Vehicle Floorplan Commitments (i.e. it was not converted from Used Vehicle Floorplan Commitments) but which is converted into Acquisition Loan Aggregate Used Vehicle Floorplan Commitments; provided, such portion shall be included in the Used Vehicle Floorplan Commitments for purposes of calculating the Commitment Fee following such conversion; provided that if such portion is subsequently restored to Aggregate New Vehicle Floorplan Commitments, the total of the Floor Plan Loan Commitments shall not be less than an amount equal to (i) the sum of all Floor Plan Loans then outstanding, plus (ii) the sum of all Swing Line Loans then outstanding; and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments it shall be increased by the amount so requested by the Company, such amount together with the Floor Plan Loan included in New Vehicle Floorplan Commitments not to exceed the Total Commitment. At any time there exists any unused amount for purposes of a converted portion of the Acquisition Loan Commitments, the Company may request the Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments and the Floor Plan Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Floor Plan Loan Commitments into Acquisition Loan Commitments or vice versa, the Acquisition Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Acquisition Loan Lenders, and the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Acquisition Loan Commitments, which increase or decrease in the Floor Plan Loan Commitments shall be allocated among the Floor Plan Lenders based on their Pro Rata Share of Floor Plan Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (c), each notice delivered pursuant this paragraph (c) shall be irrevocable for such individual election notice.
(d) The Borrowers shall not be required to deliver replacement Notes to any Lender in connection with any conversion of the Acquisition Loan Commitments or Floor Plan Loan Commitments or any reversal of any such conversion, in each case, under Section 5.5(b) or (c). Following any such conversion or reversal, the amount of each Lender’s Acquisition Loan Commitment and Floor Plan Loan Commitment shall be noted on the Agent’s records, which records will be conclusive evidence thereof, absent manifest error; provided, however, that any failure by the Agent to record any such information shall not affect the obligations of the Borrowers with respect thereto in accordance with the terms of this Agreement and the Loan Documents.
(e) After giving effect to any reduction, conversion or reversal thereof pursuant to the terms of this Section 5.5, the Total Acquisition Loan Commitment shall not exceed 40% of the Total Commitment.
(f) At the time the Commitments of any Lender are terminated or reduced pursuant to Section 5.5(a), the Company shall pay to the Agent for the account of each such Lender, the Floor Plan Loan Commitment Fees and the Acquisition Loan Commitment Fees on the amount calculation of such terminated or reduced Commitments owed to the date of fee following such termination or reductionrestoration.
(g) Each of the Commitments shall automatically and permanently terminate on the Maturity Date.
Appears in 1 contract
Samples: Syndicated New and Used Vehicle Floorplan Credit Agreement (Sonic Automotive Inc)
Termination, Reduction or Conversion of Commitments. (a) Upon at least three (3) Business Days’ prior written notice to the Agent, subject to the terms and provisions of this Section 5.5, the Company may at any time, in whole or in part, permanently terminate or permanently reduce the Total CommitmentCommitments, among the Lenders in accordance with (i) their respective Pro Rata Share of Floor Plan Loan Commitments, and (ii) their respective Pro Rata Share of Acquisition Loan Commitments; provided (x) any such partial reduction of the Total Commitment Commitments shall be in minimum aggregate increments of Five Million Dollars ($5,000,000); (y) any such partial reduction shall be made ratably between the Total Floor Plan Loan Commitment and the Total Acquisition Loan Commitment respectively, and pro rata among the Lenders within each type of Commitment, and (z) no reduction shall reduce the amount of the Total Acquisition Loan Commitment to an amount which is less than the Letter of Credit Obligations outstanding at such time and no reduction shall reduce the amount of the Total Floor Plan Loan Commitment to an amount which is less than the Swing Linetime. In connection with any such reduction, the Floor Plan Agent in its sole discretion may, or at the direction of the Required Lenders shall, suspend and/or terminate all or any portion of the then outstanding Drafting Agreements. In addition, (i) no such reduction shall cause the Total Acquisition Loan Commitment to exceed 40% its percentage of the Total Commitment. Subject Commitments in effect on the Closing Date and (ii) the ratio of such Lender’s Floor Plan Loan Commitment to such Lender’s Acquisition Loan Commitment shall never be less than such ratio on the Company’s right to subsequent terminations and reductions under this paragraph (a), each notice delivered by the Company pursuant to this paragraph (a) shall be irrevocable for such individual election noticeClosing Date.
(b) Subject to Section 5.5(a) above and the terms and provisions of contained in this Section 5.5paragraph (b), at any time there exists any unused portion of the Acquisition Loan Commitments, the Company may request in writing the Agent to convert all or a part of such unused portion of the Acquisition Loan Commitments into Floor Plan Loan Commitments, provided, following such conversion, the total of the Acquisition Loan Commitments shall not never be less than an amount equal to (i) the sum of all Acquisition Loans then outstanding, plus (ii) all Letter of Credit Obligations then outstanding, plus (iii) any Reserve Commitment; and in such event and following five (5) Business Days days prior written notice from the Company to the Agent, the Floor Plan Loan Commitments shall shall, upon such request, be increased by the amount so requested by the Company, such amount together with the Acquisition Loan Commitments not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Floor Plan Loan Commitments, the Company may request the Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Floor Plan Loan Commitments and the Acquisition Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. .
(c) Upon any such conversion of Acquisition Loan Commitments into Floor Plan Loan Commitments or vice versa, the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Floor Plan Lenders, and the Acquisition Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Floor Plan Loan Commitments, which increase or decrease in the Acquisition Loan Commitments shall be allocated among the Acquisition Loan Lenders based on their Pro Rata Share of Acquisition Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (b), each notice delivered by the Company pursuant to this paragraph (b) shall be irrevocable for such individual election notice.
(c) Subject to the terms and provisions of this Section 5.5, at any time there exists any unused portion of the Floor Plan Loan Commitments, the Company may request in writing the Agent to convert up to $151,000,000 of such unused portion of the Floor Plan Loan Commitments into Acquisition Loan Commitments; provided, following such conversion, the total of the Floor Plan Loan Commitments shall not be less than an amount equal to (i) the sum of all Floor Plan Loans then outstanding, plus (ii) the sum of all Swing Line Loans then outstanding; and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments shall be increased by the amount so requested by the Company, such amount together with the Floor Plan Loan Commitments not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Acquisition Loan Commitments, the Company may request the Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments and the Floor Plan Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Floor Plan Loan Commitments into Acquisition Loan Commitments or vice versa, the Acquisition Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Acquisition Loan Lenders, and the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Acquisition Loan Commitments, which increase or decrease in the Floor Plan Loan Commitments shall be allocated among the Floor Plan Lenders based on their Pro Rata Share of Floor Plan Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (c), each notice delivered pursuant this paragraph (c) shall be irrevocable for such individual election notice.
(d) The Borrowers shall not be required to deliver replacement Notes to any Lender in connection with any conversion of the Acquisition Loan Commitments or Floor Plan Loan Commitments or any reversal of any such conversion, in each case, under Section 5.5(b) or (c). Following any such conversion or reversal, the amount of each Lender’s Acquisition Loan Commitment and Floor Plan Loan Commitment shall be noted on the Agent’s records, which records will be conclusive evidence thereof, absent manifest error; provided, however, that any failure by the Agent to record any such information shall not affect the obligations of the Borrowers with respect thereto in accordance with the terms of this Agreement and the Loan Documents.
(e) After giving effect to any reduction, conversion or reversal thereof pursuant to the terms of this Section 5.5, the Total Acquisition Loan Commitment shall not exceed 40% of the Total Commitment.
(f) At the time the Commitments of any Lender are terminated or reduced pursuant to Section 5.5(a), the Company shall pay to the Agent for the account of each such Lender, the Floor Plan Loan Commitment Fees and the Acquisition Loan Commitment Fees on the amount of such terminated or reduced Commitments owed to the date of such termination or reduction.
(ge) Each of the Commitments shall automatically and permanently terminate on the Maturity Date.
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Termination, Reduction or Conversion of Commitments. (a) Upon at least three (3) Business Days’ prior written The Company may, upon notice to the AgentAdministrative Agent and the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender, subject as applicable, terminate the Aggregate New Vehicle Floorplan Commitments or the Aggregate Used Vehicle Floorplan Commitments, or from time to the terms and provisions of this Section 5.5, the Company may at any time, in whole or in part, permanently terminate or time permanently reduce the Total Commitment, among Aggregate New Vehicle Floorplan Commitments or the Lenders in accordance with Aggregate Used Vehicle Floorplan Commitments; provided that (i) their respective Pro Rata Share any such notice shall be received by the Administrative Agent and the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender, as applicable, not later than 11:00 a.m. 30 days prior to the date of Floor Plan Loan Commitmentstermination or reduction, and (ii) their respective Pro Rata Share of Acquisition Loan Commitments; provided (x) any such partial reduction of the Total Commitment shall be in minimum aggregate increments of $5,000,000; (y) any such partial reduction shall be made ratably between in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) if, after giving effect to any reduction of the Total Floor Plan Loan Commitment and Aggregate New Vehicle Floorplan Commitments, the Total Acquisition Loan Commitment respectively, and pro rata among the Lenders within each type of Commitment, and (z) no reduction shall reduce New Vehicle Floorplan Swing Line Sublimit exceeds the amount of the Total Acquisition Loan Commitment Aggregate New Vehicle Floorplan Commitments, such Sublimit shall be automatically reduced by the amount of such excess, (iv) if, after giving effect to an amount which is less than any reduction of the Letter of Credit Obligations outstanding at such time and no reduction shall reduce Aggregate Used Vehicle Floorplan Commitments, the Used Vehicle Floorplan Swing Line Sublimit exceeds the amount of the Total Floor Plan Loan Commitment Aggregate Used Vehicle Floorplan Commitments, such Sublimit shall be automatically reduced by the amount of such excess, and (v) following any such reduction, no more than 40% of the Aggregate Commitments may be allocated to an amount which is less than the Swing LineAggregate Used Vehicle Floorplan Commitments. In connection with any such reductionreduction of the Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments, the Floor Plan Agent New Vehicle Floorplan Swing Line Lender or the Used Vehicle Swing Line Lender, as applicable, in its sole discretion may, or at the direction of the Required Lenders shall, may suspend and/or terminate all or any a portion of the then outstanding Drafting AgreementsPayment Commitments, Auction Agreements or Payoff Letter Commitments which shall be promptly selected by the Company, in an amount that corresponds to the size of said reduction. In addition, no The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction shall cause the Total Acquisition Loan Commitment to exceed 40% of the Total CommitmentAggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments. Subject Any reduction of the Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments shall be applied to the Company’s right Commitment of each Lender in accordance with (x) its respective Applicable New Vehicle Floorplan Percentage and (y) its respective Applicable Used Vehicle Floorplan Percentage, as the case may be. All fees and interest accrued under the New Vehicle Floorplan Facility as of the effective date of any termination of the Aggregate New Vehicle Floorplan Commitments shall be paid on the effective date of such termination; provided that, interest due and payable to subsequent terminations and reductions under this paragraph the New Vehicle Swing Line Lender (a), each notice delivered by the Company pursuant to this paragraph (ain such capacity) shall be irrevocable for due and payable pursuant to terms acceptable to the New Vehicle Swing Line Lender in its sole discretion. All fees and interest accrued under the Used Vehicle Floorplan Facility as of the effective date of any termination of the Aggregate Used Vehicle Floorplan Commitments shall be paid on the effective date of such individual election noticetermination; provided that, interest due and payable to the Used Vehicle Swing Line Lender (in such capacity), shall be due and payable pursuant to terms acceptable to the Used Vehicle Swing Line Lender in its sole discretion.
(b) Subject to the terms and provisions of this Section 5.5, at At any time there exists any unused portion of the Acquisition Loan Aggregate Used Vehicle Floorplan Commitments or the Aggregate New Vehicle Floorplan Commitments, and provided that, unless otherwise approved by the Administrative Agent in its sole discretion, no Default shall have occurred and be continuing, the Company may may, by delivering to the Administrative Agent and the New Vehicle Floorplan Operations Group a Conversion Notice in substantially the form of Exhibit O not less than three days prior to the date of such conversion, request in writing the Administrative Agent and the Lenders to convert all or a part of such unused portion of the Acquisition Loan Aggregate Used Vehicle Floorplan Commitments into Floor Plan Loan Aggregate New Vehicle Floorplan Commitments or all or a part of such unused portion of the Aggregate New Vehicle Floorplan Commitments into Aggregate Used Vehicle Floorplan Commitments, provided, (a) any such conversion of Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments shall be allocated on a pro rata basis among the Lenders holding Commitments in the Applicable Facility being converted, and (b) following any such conversion, the total at least 60% of the Acquisition Loan Aggregate Floorplan Facility Commitments shall not must be less than an amount equal allocated to (i) the sum of all Acquisition Loans then outstanding, plus (ii) all Letter of Credit Obligations then outstanding, plus (iii) any Reserve Commitment; and in Aggregate New Vehicle Floorplan Commitments. Following such event and following five (5) Business Days prior written notice from the Company to the AgentAdministrative Agent and the New Vehicle Floorplan Operations Group and subject to the foregoing, the Floor Plan Loan Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments, as applicable, shall upon such request be increased by the amount so requested by the Company, such amount together with the Acquisition Loan Commitments not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Floor Plan Loan Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments, the Company may request the Administrative Agent and the New Vehicle Floorplan Operations Group to reverse any such portion thereofthereof by delivering a Conversion Notice in substantially the form of Exhibit O, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Floor Plan Loan Aggregate New Vehicle Floorplan Commitments and the Acquisition Loan Aggregate Used Vehicle Floorplan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Acquisition Loan Commitments into Floor Plan Loan Commitments or vice versa, the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Floor Plan Lenders, and the Acquisition Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Floor Plan Loan Commitments, which increase or decrease in the Acquisition Loan Commitments shall be allocated among the Acquisition Loan Lenders based on their Pro Rata Share of Acquisition Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (b), each notice delivered by the Company pursuant to this paragraph (b) shall be irrevocable for such individual election notice.
(c) Subject to the terms and provisions of this Section 5.5, at any time there exists any unused portion of the Floor Plan Loan Commitments, the Company may request in writing the Agent to convert up to $151,000,000 of such unused portion of the Floor Plan Loan Commitments into Acquisition Loan Commitments; provided, following such conversion, the total of the Floor Plan Loan Commitments shall not be less than an amount equal to (i) the sum of all Floor Plan Loans then outstanding, plus (ii) the sum of all Swing Line Loans then outstanding; and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments shall be increased by the amount so requested by the Company, such amount together with the Floor Plan Loan Commitments not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Acquisition Loan Commitments, the Company may request the Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments and the Floor Plan Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Floor Plan Loan Commitments into Acquisition Loan Commitments or vice versa, the Acquisition Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Acquisition Loan Lenders, and the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Acquisition Loan Commitments, which increase or decrease in the Floor Plan Loan Commitments shall be allocated among the Floor Plan Lenders based on their Pro Rata Share of Floor Plan Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (c), each notice delivered pursuant this paragraph (c) shall be irrevocable for such individual election notice.
(d) The Borrowers shall not be required to deliver replacement Notes to any Lender in connection with any conversion of the Acquisition Loan Commitments or Floor Plan Loan Commitments or any reversal of any such conversion, in each case, under Section 5.5(b) or (c). Following any such conversion or reversal, the amount of each Lender’s Acquisition Loan Commitment and Floor Plan Loan Commitment shall be noted on the Agent’s records, which records will be conclusive evidence thereof, absent manifest error; provided, however, that any failure by the Agent to record any such information shall not affect the obligations of the Borrowers with respect thereto in accordance with the terms of this Agreement and the Loan Documents.
(e) After giving effect to any reduction, conversion or reversal thereof pursuant to the terms of this Section 5.5, the Total Acquisition Loan Commitment shall not exceed 40% of the Total Commitment.
(f) At the time the Commitments of any Lender are terminated or reduced pursuant to Section 5.5(a), the Company shall pay to the Agent for the account of each such Lender, the Floor Plan Loan Commitment Fees and the Acquisition Loan Commitment Fees on the amount of such terminated or reduced Commitments owed to the date of such termination or reduction.
(g) Each of the Commitments shall automatically and permanently terminate on the Maturity Date.
Appears in 1 contract
Samples: Syndicated New and Used Vehicle Floorplan Credit Agreement (Sonic Automotive Inc)
Termination, Reduction or Conversion of Commitments. (a) Upon at least three (3) The Company shall have the right, upon not less than five Business Days’ prior written ' notice to the Agent, subject to terminate the terms and provisions of this Section 5.5Commitments or, the Company may at any from time to time, in whole or in part, permanently terminate or permanently reduce the Total Commitment, among the Lenders in accordance with (i) their respective Pro Rata Share of Floor Plan Loan Commitments, and (ii) their respective Pro Rata Share of Acquisition Loan Commitments; provided (x) any such partial reduction of the Total Commitment shall be in minimum aggregate increments of $5,000,000; (y) any such partial reduction shall be made ratably between the Total Floor Plan Loan Commitment and the Total Acquisition Loan Commitment respectively, and pro rata among the Lenders within each type of Commitment, and (z) no reduction shall to reduce the amount of the Total Acquisition Loan Commitment to an amount which is less than the Letter of Credit Obligations outstanding at Commitments, provided that no such time and no termination or reduction shall reduce be permitted if, after giving effect thereto and to any prepayments of the Loans made on the effective date thereof, (i) the then outstanding principal amount of the Loans would exceed the amount of the Total Floor Plan Loan Commitment to an amount which is less than the Swing Line. In connection with any such reductionCommitments then in effect, the Floor Plan Agent in its sole discretion may, or at the direction of the Required Lenders shall, suspend and/or terminate all or any portion of (ii) the then outstanding Drafting Agreements. In addition, no such reduction shall cause the Total Acquisition Loan Commitment to exceed 40% principal amount of the Total CommitmentTranche A Revolving Credit Loans or the Tranche B Revolving Credit Loans would exceed the amount of the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments, respectively, or (iii) the amount of the commitment of any Bank under the Liquidity Facility Agreement would exceed the amount of the Tranche B Commitment of such Bank. Subject Except as provided for in subsection 2.5(c) herein, each reduction of the Tranche A Commitments or the Tranche B Commitments shall be applied ratably to the Company’s right to subsequent terminations and reductions under this paragraph (a)Tranche A Commitment or Tranche B Commitment, respectively, of each notice delivered by Bank based upon the Company pursuant to this paragraph (a) respective amounts of such Commitments. Each reduction of Commitments after the Transition Date shall be irrevocable for applied ratably to the Commitment of each Bank based upon the respective amounts of such individual election noticeCommitments.
(b) Subject to the terms and provisions Any such reduction shall be in an amount of this Section 5.5, at any time there exists any unused portion of the Acquisition Loan Commitments, the Company may request in writing the Agent to convert all $10,000,000 or a part whole multiple of such unused portion of the Acquisition Loan Commitments into Floor Plan Loan Commitments, provided, following such conversion, the total of the Acquisition Loan Commitments shall not be less than an amount equal to (i) the sum of all Acquisition Loans then outstanding, plus (ii) all Letter of Credit Obligations then outstanding, plus (iii) any Reserve Commitment; and $1,000,000 in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Floor Plan Loan Commitments shall be increased by the amount so requested by the Company, such amount together with the Acquisition Loan Commitments not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Floor Plan Loan Commitments, the Company may request the Agent to reverse any such portion excess thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from shall reduce permanently the Company to the Agent, the Floor Plan Loan Commitments and the Acquisition Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Acquisition Loan Commitments into Floor Plan Loan Commitments or vice versa, the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Floor Plan Lenders, and the Acquisition Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease Commitments then in the Floor Plan Loan Commitments, which increase or decrease in the Acquisition Loan Commitments shall be allocated among the Acquisition Loan Lenders based on their Pro Rata Share of Acquisition Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (b), each notice delivered by the Company pursuant to this paragraph (b) shall be irrevocable for such individual election noticeeffect.
(c) Subject Notwithstanding any provision herein, in the event that pursuant to the terms and provisions of this Section 5.5, at any time there exists any unused portion 2.4 of the Floor Plan Loan CommitmentsFunding Agreement, the Company may request in writing the Agent to convert up to $151,000,000 of such unused portion of the Floor Plan Loan Commitments into Acquisition Loan Commitments; provided, following such conversionFacility Amount (as defined therein) is reduced, the total of the Floor Plan Loan Tranche B Commitments shall not be less than reduced by an amount equal to (i) such reduction and such reduction of the sum of all Floor Plan Loans then outstanding, plus (ii) the sum of all Swing Line Loans then outstanding; and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Tranche B Commitments shall be increased by applied ratably to the amount so requested by Tranche B Commitment of each Bank based upon the Company, such amount together with the Floor Plan Loan Commitments not to exceed the Total Commitment. At any time there exists any unused respective amount of its Tranche B Commitment; provided, that, in the event the Company shall have elected, pursuant to Section 4.5(d) of the Liquidity Facility Agreement, to make a converted non pro rata reduction of the Aggregate Commitment (as defined therein) by reducing the commitments of any Downgraded Bank (as defined therein) under the Liquidity Facility Agreement, the portion of the Acquisition Loan Commitments, Tranche B Commitment of such Downgraded Bank in an amount equal to such reduction of commitments under the Company may request the Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments and the Floor Plan Loan Commitments Liquidity Facility Agreement shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Floor Plan Loan Commitments converted into Acquisition Loan Commitments or vice versa, the Acquisition Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Acquisition Loan Lenders, and the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Acquisition Loan Commitments, which increase or decrease in the Floor Plan Loan Commitments shall be allocated among the Floor Plan Lenders based on their Pro Rata Share of Floor Plan Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (c), each notice delivered pursuant this paragraph (c) shall be irrevocable for such individual election notice.
(d) The Borrowers shall not be required to deliver replacement Notes to any Lender in connection with any conversion of the Acquisition Loan Commitments or Floor Plan Loan Commitments or any reversal of any such conversion, in each case, under Section 5.5(b) or (c). Following any such conversion or reversal, the amount of each Lender’s Acquisition Loan a Tranche A Commitment and Floor Plan Loan Commitment shall be noted on the Agent’s records, which records will be conclusive evidence thereof, absent manifest error; provided, however, that any failure by the Agent to record any such information shall not affect the obligations of the Borrowers with respect thereto in accordance with the terms of this Agreement and the Loan Documents.
(e) After giving effect to any reduction, conversion or reversal thereof pursuant to the terms of this Section 5.5, the Total Acquisition Loan Commitment shall not exceed 40% of the Total Commitment.
(f) At the time the Commitments of any Lender are terminated or reduced pursuant to Section 5.5(a), the Company shall pay to the Agent for the account of each such Lender, the Floor Plan Loan Commitment Fees and the Acquisition Loan Commitment Fees on the amount of such terminated or reduced Commitments owed to the date of such termination or reductionDowngraded Bank hereunder.
(g) Each of the Commitments shall automatically and permanently terminate on the Maturity Date.
Appears in 1 contract
Termination, Reduction or Conversion of Commitments. (a) Upon at least three (3) Business Days’ prior written The Company may, upon notice to the Administrative Agent, subject terminate the Aggregate Revolving Commitments, Aggregate New Vehicle Floorplan Commitments or the Aggregate Used Vehicle Floorplan Commitments, or from time to the terms and provisions of this Section 5.5, the Company may at any time, in whole or in part, permanently terminate or time permanently reduce the Total CommitmentAggregate Revolving Commitments, among Aggregate New Vehicle Floorplan Commitments or the Lenders in accordance with Aggregate Used Vehicle Floorplan Commitments; provided that (i) their respective Pro Rata Share any such notice shall be received by the Administrative Agent not later than 1:00 p.m. fifteen (15) days prior to the date of Floor Plan Loan Commitmentstermination or reduction, and (ii) their respective Pro Rata Share of Acquisition Loan Commitments; provided (x) any such partial reduction of the Total Commitment shall be in minimum aggregate increments of $5,000,000; (y) any such partial reduction shall be made ratably between in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Floor Plan Loan Commitment Revolving Outstandings would exceed the lesser of the Aggregate Revolving Commitments or the Revolving Borrowing Base, (iv) the Company shall not terminate or reduce the Aggregate New Vehicle Floorplan Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Acquisition Loan Commitment respectivelyNew Vehicle Floorplan Outstandings would exceed the Aggregate New Vehicle Floorplan Commitments, (v) the Company shall not terminate or reduce the Aggregate Used Vehicle Floorplan Commitments if, after giving effect thereto and pro rata among to any concurrent prepayments hereunder, the Lenders within each type Total Used Vehicle Floorplan Outstandings would exceed the lesser of Commitmentthe Aggregate Used Vehicle Floorplan Commitments or the Used Vehicle Floorplan Borrowing Base, and (zvi) no if, after giving effect to any reduction shall reduce of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Revolving Swing Line Sublimit exceeds the amount of the Total Acquisition Loan Commitment Aggregate Revolving Commitments, such Sublimit shall be automatically reduced by the amount of such excess, (vii) if, after giving effect to an amount which is less than any reduction of the Letter of Credit Obligations outstanding at such time and no reduction shall reduce Aggregate New Vehicle Floorplan Commitments, the New Vehicle Floorplan Swing Line Sublimit exceeds the amount of the Total Floor Plan Loan Commitment Aggregate New Vehicle Floorplan Commitments, such Sublimit shall be automatically reduced by the amount of such excess, (viii) if, after giving effect to an any reduction of the Aggregate Used Vehicle Floorplan Commitments, the Used Vehicle Floorplan Swing Line Sublimit exceeds the amount which is less of the Aggregate Used Vehicle Floorplan Commitments, such Sublimit shall be automatically reduced by the amount of such excess, and (ix) following any such reduction, no more than 20% of the Swing LineAggregate Floorplan Facility Commitments may be Aggregate Used Vehicle Floorplan Commitments. In connection with any such reductionreduction of the Aggregate New Vehicle Floorplan Commitments, the Floor Plan Agent New Vehicle Floorplan Swing Line Lender in its sole discretion may, or at the direction of the Required Lenders shall, may suspend and/or terminate all or any a portion of the then outstanding Drafting AgreementsPayment Commitments or Payoff Letter Commitments which shall be promptly selected by the Company, in an amount that corresponds to the size of said reduction. In addition, no The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction shall cause the Total Acquisition Loan Commitment to exceed 40% of the Total CommitmentAggregate Commitments. Subject Any reduction of the Aggregate Revolving Commitments, Aggregate New Vehicle Floorplan Commitments or Used Vehicle Floorplan Commitments shall be applied to the Company’s right to subsequent terminations Commitment of each Lender in accordance with (x) its respective Applicable Revolving Percentage, (y) its respective Applicable New Vehicle Floorplan Percentage and reductions under this paragraph (a)z) its respective Applicable Used Vehicle Floorplan Percentage, each notice delivered by as the Company pursuant to this paragraph (a) case may be. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be irrevocable for paid on the effective date of such individual election noticetermination.
(b) Subject to the terms and provisions of this Section 5.5, at At any time there exists any unused portion of the Acquisition Loan Aggregate Revolving Commitments in excess of the Total Revolving Outstandings (such excess amount being referred to as the “unused portion”), and provided that, unless otherwise approved by the Administrative Agent in its sole discretion, no Default shall have occurred and be continuing, the Company may, by delivering to the Administrative Agent and in the case of a conversion to New Vehicle Floorplan Commitments, the Company may New Vehicle Floorplan Operations Group, a Conversion Notice in substantially the form of Exhibit P not less than five days prior to the date of such conversion, request in writing the Administrative Agent and the Lenders to convert all or a part of such unused portion of the Acquisition Loan Aggregate Revolving Commitments into Floor Plan Loan Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments, provided, following such conversion, the total of the Acquisition Loan Commitments Company shall not be less than an amount equal make such conversion if, after giving effect to all such conversions to occur at such time, (i) the sum Total Revolving Outstandings would exceed the lesser of all Acquisition Loans then outstanding(x) the Revolving Borrowing Base or (y) the Aggregate Revolving Commitments, plus (ii) all Letter the aggregate amount of Credit Obligations Revolving Commitments converted to New Vehicle Floorplan Commitments or Used Vehicle Floorplan Commitments to occur at such time would exceed the lesser of (x) 20% of the Aggregate Commitments then outstanding, plus in effect or (y) the Available Unused Revolving Commitments or (iii) any Reserve Commitment; and in such event and following five (5) Business Days prior written notice from the Company to the AgentAggregate Revolving Commitments would be less than $50,000,000, the Floor Plan Loan Commitments shall be increased by the amount so requested by the Company, such amount together with the Acquisition Loan Commitments not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Floor Plan Loan Commitments, the Company may request the Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Floor Plan Loan Commitments and the Acquisition Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Acquisition Loan Commitments into Floor Plan Loan Commitments or vice versa, the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Floor Plan Lenders, and the Acquisition Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Floor Plan Loan Commitments, which increase or decrease in the Acquisition Loan Commitments shall be allocated among the Acquisition Loan Lenders based on their Pro Rata Share of Acquisition Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (b), each notice delivered by the Company pursuant to this paragraph (b) shall be irrevocable for such individual election notice.
(c) Subject to the terms and provisions of this Section 5.5, at any time there exists any unused portion of the Floor Plan Loan Commitments, the Company may request in writing the Agent to convert up to $151,000,000 of such unused portion of the Floor Plan Loan Commitments into Acquisition Loan Commitments; providedprovided further, following any such conversion, the total of the Floor Plan Loan Commitments shall not be less than an amount equal to (i) the sum percentage of all Floor Plan Loans then outstandingeach Lender’s Commitment allocated to the Revolving Credit Facility shall be equal to the percentage of each other Lender’s Commitment allocated to the Revolving Credit Facility, plus (ii) the sum of all Swing Line Loans then outstanding; and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments shall be increased by the amount so requested by the Company, such amount together with the Floor Plan Loan Commitments not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Acquisition Loan Commitments, the Company may request the Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments and the Floor Plan Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Floor Plan Loan Commitments into Acquisition Loan Commitments or vice versa, the Acquisition Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Acquisition Loan Lenders, and the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Acquisition Loan Commitments, which increase or decrease in the Floor Plan Loan Commitments shall be allocated among the Floor Plan Lenders based on their Pro Rata Share of Floor Plan Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (c), each notice delivered pursuant this paragraph (c) shall be irrevocable for such individual election notice.
(d) The Borrowers shall not be required to deliver replacement Notes to any Lender in connection with any conversion of the Acquisition Loan Commitments or Floor Plan Loan Commitments or any reversal of any such conversion, in each case, under Section 5.5(b) or (c). Following any such conversion or reversal, the amount percentage of each Lender’s Acquisition Loan Commitment and Floor Plan Loan Commitment allocated to the New Vehicle Floorplan Facility shall be noted on the Agent’s records, which records will be conclusive evidence thereof, absent manifest error; provided, however, that any failure by the Agent to record any such information shall not affect the obligations of the Borrowers with respect thereto in accordance with the terms of this Agreement and the Loan Documents.
(e) After giving effect to any reduction, conversion or reversal thereof pursuant equal to the terms percentage of this Section 5.5, the Total Acquisition Loan each other Lender’s Commitment shall not exceed 40% of the Total Commitment.
(f) At the time the Commitments of any Lender are terminated or reduced pursuant to Section 5.5(a), the Company shall pay allocated to the Agent for New Vehicle Floorplan Facility, (iii) the account percentage of each such Lender, the Floor Plan Loan ’s Commitment Fees and the Acquisition Loan Commitment Fees on the amount of such terminated or reduced Commitments owed allocated to the date Used Vehicle Floorplan Facility shall be equal to the percentage of such termination or reduction.
(g) Each of each other Lender’s Commitment allocated to the Commitments shall automatically and permanently terminate on the Maturity Date.Used Vehicle Floorplan Facility,
Appears in 1 contract
Termination, Reduction or Conversion of Commitments. (a) Upon at least three (3) Business Days’ prior written The Company may, upon notice to the Administrative Agent, subject terminate the Aggregate Revolving Commitments, Aggregate New Vehicle Floorplan Commitments or the Aggregate Used Vehicle Floorplan Commitments, or from time to the terms and provisions of this Section 5.5, the Company may at any time, in whole or in part, permanently terminate or time permanently reduce the Total CommitmentAggregate Revolving Commitments, among Aggregate New Vehicle Floorplan Commitments or the Lenders in accordance with Aggregate Used Vehicle Floorplan Commitments; provided that (i) their respective Pro Rata Share any such notice shall be received by the Administrative Agent not later than 1:00 p.m. fifteen (15) days prior to the date of Floor Plan Loan Commitmentstermination or reduction, and (ii) their respective Pro Rata Share of Acquisition Loan Commitments; provided (x) any such partial reduction of the Total Commitment shall be in minimum aggregate increments of $5,000,000; (y) any such partial reduction shall be made ratably between in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Floor Plan Loan Commitment Revolving Outstandings would exceed the lesser of the Aggregate Revolving Commitments or the Revolving Borrowing Base, (iv) the Company shall not terminate or reduce the Aggregate New Vehicle Floorplan Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Acquisition Loan Commitment respectivelyNew Vehicle Floorplan Outstandings would exceed the Aggregate New Vehicle Floorplan Commitments, (v) the Company shall not terminate or reduce the Aggregate Used Vehicle Floorplan Commitments if, after giving effect thereto and pro rata among to any concurrent prepayments hereunder, the Lenders within each type Total Used Vehicle Floorplan Outstandings would exceed the lesser of Commitmentthe Aggregate Used Vehicle Floorplan Commitments or the Used Vehicle Floorplan Borrowing Base, and (zvi) no if, after giving effect to any reduction shall reduce of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Revolving Swing Line Sublimit exceeds the amount of the Total Acquisition Loan Commitment Aggregate Revolving Commitments, such Sublimit shall be automatically reduced by the amount of such excess, (vii) if, after giving effect to an amount which is less than any reduction of the Letter of Credit Obligations outstanding at such time and no reduction shall reduce Aggregate New Vehicle Floorplan Commitments, the New Vehicle Floorplan Swing Line Sublimit exceeds the amount of the Total Floor Plan Loan Commitment Aggregate New Vehicle Floorplan Commitments, such Sublimit shall be automatically reduced by the amount of such excess, (viii) if, after giving effect to an any reduction of the Aggregate Used Vehicle Floorplan Commitments, the Used Vehicle Floorplan Swing Line Sublimit exceeds the amount which is less of the Aggregate Used Vehicle Floorplan Commitments, such Sublimit shall be automatically reduced by the amount of such excess, and (ix) following any such reduction, no more than 20% of the Swing LineAggregate Floorplan Facility Commitments may be Aggregate Used Vehicle Floorplan Commitments. In connection with any such reductionreduction of the Aggregate New Vehicle Floorplan Commitments, the Floor Plan Agent New Vehicle Floorplan Swing Line Lender in its sole discretion may, or at the direction of the Required Lenders shall, may suspend and/or terminate all or any a portion of the then outstanding Drafting AgreementsPayment Commitments or Payoff Letter Commitments which shall be promptly selected by the Company, in an amount that corresponds to the size of said reduction. In addition, no The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction shall cause the Total Acquisition Loan Commitment to exceed 40% of the Total CommitmentAggregate Commitments. Subject Any reduction of the Aggregate Revolving Commitments, Aggregate New Vehicle Floorplan Commitments or Used Vehicle Floorplan Commitments shall be applied to the Company’s right to subsequent terminations Commitment of each Lender in accordance with (x) its respective Applicable Revolving Percentage, (y) its respective Applicable New Vehicle Floorplan Percentage and reductions under this paragraph (a)z) its respective Applicable Used Vehicle Floorplan Percentage, each notice delivered by as the Company pursuant to this paragraph (a) case may be. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be irrevocable for paid on the effective date of such individual election noticetermination.
(b) Subject to the terms and provisions of this Section 5.5, at At any time there exists any unused portion of the Acquisition Loan Aggregate Revolving Commitments in excess of the Total Revolving Outstandings (such excess amount being referred to as the “unused portion”), and provided that, unless otherwise approved by the Administrative Agent in its sole discretion, no Default shall have occurred and be continuing, the Company may, by delivering to the Administrative Agent and in the case of a conversion to New Vehicle Floorplan Commitments, the Company may New Vehicle Floorplan Operations Group, a Conversion Notice in substantially the form of Exhibit P not less than five days prior to the date of such conversion, request in writing the Administrative Agent and the Lenders to convert all or a part of such unused portion of the Acquisition Loan Aggregate Revolving Commitments into Floor Plan Loan Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments, provided, following such conversion, the total of the Acquisition Loan Commitments Company shall not be less than an amount equal make such conversion if, after giving effect to all such conversions to occur at such time, (i) the sum Total Revolving Outstandings would exceed the lesser of all Acquisition Loans then outstanding(x) the Revolving Borrowing Base or (y) the Aggregate Revolving Commitments, plus (ii) all Letter the aggregate amount of Credit Obligations Revolving Commitments converted to New Vehicle Floorplan Commitments or Used Vehicle Floorplan Commitments to occur at such time would exceed the lesser of (x) 20% of the Aggregate Commitments then outstanding, plus in effect or (y) the Available Unused Revolving Commitments or (iii) the Aggregate Revolving Commitments would be less than $50,000,000, provided further, following any Reserve Commitment; such conversion, (i) the percentage of each Lender’s Commitment allocated to the Revolving Credit Facility shall be equal to the percentage of each other Lender’s Commitment allocated to the Revolving Credit Facility, (ii) the percentage of each Lender’s Commitment allocated to the New Vehicle Floorplan Facility shall be equal to the percentage of each other Lender’s Commitment allocated to the New Vehicle Floorplan Facility, (iii) the percentage of each Lender’s Commitment allocated to the Used Vehicle Floorplan Facility shall be equal to the percentage of each other Lender’s Commitment allocated to the Used Vehicle Floorplan Facility, (iv) no more than 20% of the Aggregate Floorplan Facility Commitments may be allocated to the Aggregate Used Vehicle Floorplan Commitments and in (v) the commitment fee owing and accruing with respect to any Revolving Commitments converted into New Vehicle Floorplan Commitments or Used Vehicle Floorplan Commitments under this Section 2.14(b) shall be calculated at the Applicable Rate for commitment fees for New Vehicle Floorplan Commitments or Used Vehicle Floorplan Commitments, as the case may be. Following such event and following five (5) Business Days prior written notice from the Company to the AgentAdministrative Agent and, if applicable, the Floor Plan Loan New Vehicle Floorplan Operations Group, and subject to the foregoing, the Aggregate New Vehicle Floorplan Commitments or Used Vehicle Floorplan Commitments, as the case may be, shall upon such request be increased by the amount so requested by the Company, provided further that, the Aggregate Commitments after giving effect to such amount together with the Acquisition Loan Commitments conversion shall not to exceed the Total Commitment. Aggregate Commitments in effect prior to giving effect to such conversion.
(c) At any time there exists any portion of (x) the New Vehicle Floorplan Commitments in excess of the Total New Vehicle Floorplan Outstandings or (y) the Used Vehicle Floorplan Commitments in excess of the Total Used Vehicle Floorplan Outstandings (such excess amount in either of clause (x) or (y) being referred to as the “unused amount portion”), and provided that, unless otherwise approved by the Administrative Agent in its sole discretion, no Default shall have occurred and be continuing, the Company may, by delivering to the Administrative Agent a Conversion Notice in substantially the form of Exhibit P not less than five days prior to the date of such conversion, request the Administrative Agent and the Lenders to convert all or a converted part of such unused portion of the Floor Plan Loan New Vehicle Floorplan Commitments or Used Vehicle Floorplan Commitments into Aggregate Revolving Commitments, provided, the Company may request shall not make such conversion if, after giving effect thereto, (i) the Agent to reverse Total New Vehicle Floorplan Outstandings would exceed the Aggregate New Vehicle Floorplan Commitments, (ii) the Used Vehicle Floorplan Outstandings would exceed the lesser of (x) the Used Vehicle Floorplan Borrowing Base or (y) the Aggregate Used Vehicle Floorplan Commitments or (iii) Revolving Commitments would exceed 20% of the Aggregate Commitments then in effect, provided further, following any such portion thereofconversion, in whole (i) the percentage of each Lender’s Commitment allocated to the Revolving Credit Facility shall be equal to the percentage of each other Lender’s Commitment allocated to the Revolving Credit Facility, (ii) the percentage of each Lender’s 84 Commitment allocated to the New Vehicle Floorplan Facility shall be equal to the percentage of each other Lender’s Commitment allocated to the New Vehicle Floorplan Facility, (iii) the percentage of each Lender’s Commitment allocated to the Used Vehicle Floorplan Facility shall be equal to the percentage of each other Lender’s Commitment allocated to the Used Vehicle Floorplan Facility, (iv) no more than 20% of the Aggregate Floorplan Facility Commitments may be allocated to the Aggregate Used Vehicle Floorplan Commitments and (v) the commitment fee owing and accruing with respect to any New Vehicle Floorplan Commitments or in part, and in Used Vehicle Floorplan Commitments converted into Revolving Commitments under this Section 2.14(c) shall be calculated at the Applicable Rate for commitment fees for Revolving Commitments. Following such event and following five (5) Business Days prior written notice from the Company to the AgentAdministrative Agent and subject to the foregoing, the Floor Plan Loan Commitments and the Acquisition Loan Aggregate Revolving Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any upon such conversion of Acquisition Loan Commitments into Floor Plan Loan Commitments or vice versa, the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Floor Plan Lenders, and the Acquisition Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Floor Plan Loan Commitments, which increase or decrease in the Acquisition Loan Commitments shall be allocated among the Acquisition Loan Lenders based on their Pro Rata Share of Acquisition Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (b), each notice delivered by the Company pursuant to this paragraph (b) shall be irrevocable for such individual election notice.
(c) Subject to the terms and provisions of this Section 5.5, at any time there exists any unused portion of the Floor Plan Loan Commitments, the Company may request in writing the Agent to convert up to $151,000,000 of such unused portion of the Floor Plan Loan Commitments into Acquisition Loan Commitments; provided, following such conversion, the total of the Floor Plan Loan Commitments shall not be less than an amount equal to (i) the sum of all Floor Plan Loans then outstanding, plus (ii) the sum of all Swing Line Loans then outstanding; and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments shall be increased by the amount so requested by the Company, provided further that, the Aggregate Commitments after giving effect to such amount together with the Floor Plan Loan Commitments conversion shall not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Acquisition Loan Commitments, the Company may request the Agent Aggregate Commitments in effect prior to reverse any giving effect to such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments and the Floor Plan Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Floor Plan Loan Commitments into Acquisition Loan Commitments or vice versa, the Acquisition Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Acquisition Loan Lenders, and the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Acquisition Loan Commitments, which increase or decrease in the Floor Plan Loan Commitments shall be allocated among the Floor Plan Lenders based on their Pro Rata Share of Floor Plan Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (c), each notice delivered pursuant this paragraph (c) shall be irrevocable for such individual election noticeconversion.
(d) The Borrowers shall not be required to deliver replacement Notes to any Lender in In connection with any conversion of the Acquisition Loan Commitments or Floor Plan Loan Commitments or any reversal of any such conversion, conversions and re-conversions described in each case, under Section 5.5(bclauses (b) or and (c). Following ) above, the requisite assignments of outstanding Loans shall be made in such amounts by and between the Lenders, and as directed by the Administrative Agent, to the extent necessary to keep the outstanding Revolving Committed Loans, New Vehicle Floorplan Committed Loans, or Used Vehicle Floorplan Committed Loans, as applicable, ratable with any revised Applicable Percentages with respect to the applicable Committed Loans arising from any such conversion or reversalre-conversion with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions but without the payment of any related assignment fee, the amount of each Lender’s Acquisition Loan Commitment and Floor Plan Loan Commitment no other documents or instruments shall be, or shall be noted on the Agent’s recordsrequired to be, executed in connection with such assignments (all of which records will be conclusive evidence thereof, absent manifest error; provided, however, that any failure by the Agent to record any such information shall not affect the obligations of the Borrowers with respect thereto in accordance with the terms of this Agreement and the Loan Documentsrequirements are hereby waived).
(e) After giving effect to any reduction, conversion or reversal thereof pursuant to the terms of this Section 5.5, the Total Acquisition Loan Commitment shall not exceed 40% of the Total Commitment.
(f) At the time the Commitments of any Lender are terminated or reduced pursuant to Section 5.5(a), the Company shall pay to the Agent for the account of each such Lender, the Floor Plan Loan Commitment Fees and the Acquisition Loan Commitment Fees on the amount of such terminated or reduced Commitments owed to the date of such termination or reduction.
(g) Each of the Commitments shall automatically and permanently terminate on the Maturity Date.
Appears in 1 contract
Termination, Reduction or Conversion of Commitments. (a) Upon at least three (3) Business Days’ prior written The Company may, upon notice to the Administrative Agent, subject terminate the Aggregate Revolving Commitments, or from time to the terms and provisions of this Section 5.5, the Company may at any time, in whole or in part, permanently terminate or time permanently reduce the Total Commitment, among the Lenders in accordance with Aggregate Revolving Commitments; provided that (i) their respective Pro Rata Share any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of Floor Plan Loan Commitmentstermination or reduction, and (ii) their respective Pro Rata Share of Acquisition Loan Commitments; provided (x) any such partial reduction of the Total Commitment shall be in minimum aggregate increments of $5,000,000; (y) any such partial reduction shall be made ratably between in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Floor Plan Loan Commitment and Revolving Outstandings would exceed the Total Acquisition Loan Commitment respectively, and pro rata among the Lenders within each type of Commitment, Revolving Advance Limit and (ziv) no if, after giving effect to any reduction shall reduce of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Revolving Swing Line Sublimit exceeds the amount of the Total Acquisition Loan Aggregate Revolving Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the applicable Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender in accordance with (x) its respective Applicable Revolving Percentage. All fees and interest accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.
(b) The Company may, upon notice to an amount which is less the Administrative Agent and the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender, as applicable, terminate the Aggregate New Vehicle Floorplan Commitments or the Aggregate Used Vehicle Floorplan Commitments, or from time to time permanently reduce the Aggregate New Vehicle Floorplan Commitments or the Aggregate Used Vehicle Floorplan Commitments; provided that (i) any such notice shall be received by the Administrative Agent and the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender, as applicable, not later than 11:00 a.m. 30 days prior to the Letter date of Credit Obligations outstanding at termination or reduction, (ii) any such time and no partial reduction shall reduce be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) if, after giving effect to any reduction of the Aggregate New Vehicle Floorplan Commitments, the New Vehicle Floorplan Swing Line Sublimit exceeds the amount of the Total Floor Plan Loan Commitment Aggregate New Vehicle Floorplan Commitments, such Sublimit shall be automatically reduced by the amount of such excess and (iv) if, after giving effect to an any reduction of the Aggregate Used Vehicle Floorplan Commitments, the Used Vehicle Floorplan Swing Line Sublimit exceeds the amount which is less than of the Swing LineAggregate Used Vehicle Floorplan Commitments, such Sublimit shall be automatically reduced by the amount of such excess. In connection with any such reductionreduction of the Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments, the Floor Plan Agent New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender, as applicable, in its sole discretion may, or at the direction of the Required Lenders shall, may suspend and/or terminate all or any a portion of the then outstanding Drafting AgreementsPayment Commitments, Auction Agreements or Payoff Letter Commitments which shall be promptly selected by the Company, in an amount that corresponds to the size of said reduction. In addition, no The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction shall cause the Total Acquisition Loan Commitment to exceed 40% of the Total CommitmentAggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments. Subject Any reduction of the Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments shall be applied to the Company’s right Commitment of each Lender in accordance with (x) its respective Applicable New Vehicle Floorplan Percentage and (y) its respective Applicable Used Vehicle Floorplan Percentage, as the case may be. All fees and interest accrued under the New Vehicle Floorplan Facility as of the effective date of any termination of the Aggregate New Vehicle Floorplan Commitments shall be paid on the effective date of such termination; provided that, interest due and payable to subsequent terminations and reductions under this paragraph the New Vehicle Swing Line Lender (a), each notice delivered by the Company pursuant to this paragraph (ain such capacity) shall be irrevocable for due and payable pursuant to terms acceptable to the New Vehicle Swing Line Lender in its sole discretion. All fees and interest accrued under the Used Vehicle Floorplan Facility as of the effective date of any termination of the Aggregate Used Vehicle Floorplan Commitments shall be paid on the effective date of such individual election noticetermination; provided that, interest due and payable to the Used Vehicle Swing Line Lender (in such capacity), shall be due and payable pursuant to terms acceptable to the Used Vehicle Swing Line Lender in its sole discretion.
(bc) Subject to the terms and provisions of this Section 5.5, at At any time there exists any unused portion of Aggregate Revolving Commitments, Aggregate Used Vehicle Floorplan Commitments or Aggregate New Vehicle Floorplan Commitments (each, “Individual Facility Commitments”), and provided that, unless otherwise approved by the Acquisition Loan CommitmentsAdministrative Agent in its sole discretion, no Default shall have occurred and be continuing, the Company may may, by delivering to the Administrative Agent, the New Vehicle Floorplan Operations Group and the Used Vehicle Floorplan Operations Group a Conversion Notice in substantially the form of Exhibit P not less than three days prior to the date of such conversion, request in writing the Administrative Agent and the Lenders to convert all or a part of such unused portion of the Acquisition Loan such applicable Individual Facility Commitments into Floor Plan Loan one (or both) of the other Individual Facility Commitments, provided, following further that, (i) any such conversion shall be allocated on a pro rata basis among the Lenders holding Commitments in the Applicable Individual Facility Commitments being converted, (ii) in the case of a conversion from Aggregate Revolving Commitments to one or both of the other Individual Facility Commitments, after giving effect to any such conversion, the total of the Acquisition Loan Commitments Total Revolving Outstandings shall not be less than an amount equal exceed the Revolving Advance Limit, as evidenced by a Pro Forma Revolving Borrowing Base Certificate giving pro forma effect to (i) such conversion which has been delivered to the sum of all Acquisition Loans then outstanding, plus (ii) all Letter of Credit Obligations then outstanding, plus Administrative Agent in connection with any such conversion; (iii) the Aggregate Revolving Commitments must be at least $50,000,000 but no more than $300,000,000 (prior to the Commitment Increase Effective Date) or $400,000,000 (on and after the Commitment Increase Effective Date), and (iv) any Reserve Commitment; and in Aggregate Revolving Commitments converted to Aggregate Used Vehicle Floorplan Commitments or Aggregate New Vehicle Floorplan Commitments will be assessed a commitment fee for the applicable Floorplan Facility. Following such event and following five (5) Business Days prior written notice from the Company to the Administrative Agent, the Floor Plan Loan Commitments New Vehicle Floorplan Operations Group and the Used Vehicle Floorplan Operations Group and subject to the foregoing, the Individual Facility Commitments, shall upon such request, be increased and decreased, as the case may be, by the amount so requested by the Company, such amount together with the Acquisition Loan Commitments not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Floor Plan Loan Commitments, the Company may request the Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Floor Plan Loan Commitments and the Acquisition Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Acquisition Loan Commitments into Floor Plan Loan Commitments or vice versa, the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Floor Plan Lenders, and the Acquisition Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Floor Plan Loan Commitments, which increase or decrease in the Acquisition Loan Commitments shall be allocated among the Acquisition Loan Lenders based on their Pro Rata Share of Acquisition Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (b), each notice delivered by the Company pursuant to this paragraph (b) shall be irrevocable for such individual election notice.
(c) Subject to the terms and provisions of this Section 5.5, at any time there exists any unused portion of the Floor Plan Loan Commitments, the Company may request in writing the Agent to convert up to $151,000,000 of such unused portion of the Floor Plan Loan Commitments into Acquisition Loan Commitments; provided, following such conversion, the total of the Floor Plan Loan Commitments shall not be less than an amount equal to (i) the sum of all Floor Plan Loans then outstanding, plus (ii) the sum of all Swing Line Loans then outstanding; and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments shall be increased by the amount so requested by the Company, such amount together with the Floor Plan Loan Commitments not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Acquisition Loan Commitments, the Company may request the Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments and the Floor Plan Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Floor Plan Loan Commitments into Acquisition Loan Commitments or vice versa, the Acquisition Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Acquisition Loan Lenders, and the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Acquisition Loan Commitments, which increase or decrease in the Floor Plan Loan Commitments shall be allocated among the Floor Plan Lenders based on their Pro Rata Share of Floor Plan Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (c), each notice delivered pursuant this paragraph (c) shall be irrevocable for such individual election notice.
(d) The Borrowers shall not be required to deliver replacement Notes to any Lender in connection with any conversion of the Acquisition Loan Commitments or Floor Plan Loan Commitments or any reversal of any such conversion, in each case, under Section 5.5(b) or (c). Following any such conversion or reversal, the amount of each Lender’s Acquisition Loan Commitment and Floor Plan Loan Commitment shall be noted on the Agent’s records, which records will be conclusive evidence thereof, absent manifest error; provided, however, that any failure by the Agent to record any such information shall not affect the obligations of the Borrowers with respect thereto in accordance with the terms of this Agreement and the Loan Documents.
(e) After giving effect to any reduction, conversion or reversal thereof pursuant to the terms of this Section 5.5, the Total Acquisition Loan Commitment shall not exceed 40% of the Total Commitment.
(f) At the time the Commitments of any Lender are terminated or reduced pursuant to Section 5.5(a), the Company shall pay to the Agent for the account of each such Lender, the Floor Plan Loan Commitment Fees and the Acquisition Loan Commitment Fees on the amount of such terminated or reduced Commitments owed to the date of such termination or reduction.
(g) Each of the Commitments shall automatically and permanently terminate on the Maturity Date.
Appears in 1 contract
Termination, Reduction or Conversion of Commitments. (a) Upon at least three (3) Business Days’ prior written The Company may, upon notice to the Administrative Agent, subject terminate the Aggregate Revolving Commitments, Aggregate New Vehicle Floorplan Commitments or the Aggregate Used Vehicle Floorplan Commitments, or from time to the terms and provisions of this Section 5.5, the Company may at any time, in whole or in part, permanently terminate or time permanently reduce the Total CommitmentAggregate Revolving Commitments, among Aggregate New Vehicle Floorplan Commitments or the Lenders in accordance with Aggregate Used Vehicle Floorplan Commitments; provided that (i) their respective Pro Rata Share any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 30 days prior to the date of Floor Plan Loan Commitmentstermination or reduction, and (ii) their respective Pro Rata Share of Acquisition Loan Commitments; provided (x) any such partial reduction of the Total Commitment shall be in minimum aggregate increments of $5,000,000; (y) any such partial reduction shall be made ratably between in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Floor Plan Loan Commitment and Revolving Outstandings would exceed the Total Acquisition Loan Commitment respectivelyRevolving Advance Limit, and pro rata among (iv) if, after giving effect to any reduction of the Lenders within each type Aggregate Revolving Commitments, the Letter of Commitment, and (z) no reduction shall reduce Credit Sublimit or the Revolving Swing Line Sublimit exceeds the amount of the Total Acquisition Loan Commitment Aggregate Revolving Commitments, such Sublimit shall be automatically reduced by the amount of such excess, (v) if, after giving effect to an amount which is less than any reduction of the Letter of Credit Obligations outstanding at such time and no reduction shall reduce Aggregate New Vehicle Floorplan Commitments, the New Vehicle Floorplan Swing Line Sublimit exceeds the amount of the Total Floor Plan Loan Commitment Aggregate New Vehicle Floorplan Commitments, such Sublimit shall be automatically reduced by the amount of such excess, (vi) if, after giving effect to an any reduction of the Aggregate Used Vehicle Floorplan Commitments, the Used Vehicle Floorplan Swing Line Sublimit exceeds the amount which is less than of the Swing LineAggregate Used Vehicle Floorplan Commitments, such Sublimit shall be automatically reduced by the amount of such excess, and (vii) following any such reduction, at least 70% of the Aggregate Commitments must be allocated to the Aggregate Floorplan Facility Commitments and at least 80% of the Aggregate Floorplan Facility Commitments must be allocated to the Aggregate New Vehicle Floorplan Commitments. In connection with any such reductionreduction of the Aggregate New Vehicle Floorplan Commitments, the Floor Plan Agent New Vehicle Floorplan Swing Line Lender in its sole discretion may, or at the direction of the Required Lenders shall, may suspend and/or terminate all or any a portion of the then outstanding Drafting AgreementsPayment Commitments or Payoff Letter Commitments which shall be promptly selected by the Company, in an amount that corresponds to the size of said reduction. In addition, no The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction shall cause the Total Acquisition Loan Commitment to exceed 40% of the Total CommitmentAggregate Commitments. Subject Any reduction of the Aggregate Revolving Commitments, Aggregate New Vehicle Floorplan Commitments or Used Vehicle Floorplan Commitments shall be applied to the Company’s right to subsequent terminations Commitment of each Lender in accordance with (x) its respective Applicable Revolving Percentage, (y) its respective Applicable New Vehicle Floorplan Percentage and reductions under this paragraph (a)z) its respective Applicable Used Vehicle Floorplan Percentage, each notice delivered by as the Company pursuant to this paragraph (a) case may be. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be irrevocable for paid on the effective date of such individual election noticetermination.
(b) Subject to the terms and provisions of this Section 5.5, at At any time there exists any unused portion of the Acquisition Loan Aggregate Revolving Commitments, the Company may may, by not less than five days prior written notice and provided that no Default shall have occurred and be continuing, request in writing the Administrative Agent and the Lenders to convert all or a part of such unused portion of the Acquisition Loan Aggregate Revolving Commitments into Floor Plan Loan Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments, provided, the Company shall not make such conversion if, after giving effect thereto, the Total Revolving Outstandings would exceed the Revolving Advance Limit, provided further, following any such conversion, the total of the Acquisition Loan Commitments shall not be less than an amount equal to (i) the sum percentage of all Acquisition Loans then outstandingeach Lender’s Commitment allocated to the Revolving Facility shall be equal to the percentage of each other Lender’s Commitment allocated to the Revolving Facility, plus (ii) all Letter the percentage of Credit Obligations then outstandingeach Lender’s Commitment allocated to the New Vehicle Floorplan Facility shall be equal to the percentage of each other Lender’s Commitment allocated to the New Vehicle Floorplan Facility, plus (iii) any Reserve Commitment; the percentage of each Lender’s Commitment allocated to the Used Vehicle Floorplan Facility shall be equal to the percentage of each other Lender’s Commitment allocated to the Used Vehicle Floorplan Facility, (iv) at least 70% of the Aggregate Commitments must be allocated to the Aggregate Floorplan Facility Commitments, and in (v) at least 80% of the Aggregate Floorplan Facility Commitments must be allocated to the Aggregate New Vehicle Floorplan Commitments. Following such event and following five (5) Business Days prior written notice from the Company to the AgentAdministrative Agent and subject to the foregoing, the Floor Plan Loan Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments, as applicable, shall upon such request be increased by the amount so requested by the Company, provided further that, such amount together with the Acquisition Loan Aggregate Revolving Commitments shall not to exceed the Total CommitmentAggregate Commitments. At any time there exists any unused amount of a converted portion of the Floor Plan Loan Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments, the Company may request the Administrative Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the AgentAggregate New Vehicle Floorplan Commitments, the Floor Plan Loan Aggregate Used Vehicle Floorplan Commitments and the Acquisition Loan Aggregate Revolving Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Acquisition Loan Commitments into Floor Plan Loan Commitments or vice versa, the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Floor Plan Lenders, and the Acquisition Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Floor Plan Loan Commitments, which increase or decrease in the Acquisition Loan Commitments shall be allocated among the Acquisition Loan Lenders based on their Pro Rata Share of Acquisition Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (b), each notice delivered by the Company pursuant to this paragraph (b) shall be irrevocable for such individual election notice.
(c) Subject to the terms and provisions of this Section 5.5, at any time there exists any unused portion of the Floor Plan Loan Commitments, the Company may request in writing the Agent to convert up to $151,000,000 of such unused portion of the Floor Plan Loan Commitments into Acquisition Loan Commitments; provided, following such conversion, the total of the Floor Plan Loan Commitments shall not be less than an amount equal to (i) the sum of all Floor Plan Loans then outstanding, plus (ii) the sum of all Swing Line Loans then outstanding; and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan The Aggregate Revolving Commitments shall be increased automatically and permanently reduced by the amount so requested required by the Company, Section 2.14(m) on each date on which such amount together with the Floor Plan Loan Commitments not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Acquisition Loan Commitments, the Company may request the Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments and the Floor Plan Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Floor Plan Loan Commitments into Acquisition Loan Commitments or vice versa, the Acquisition Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Acquisition Loan Lenders, and the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Acquisition Loan Commitments, which increase or decrease in the Floor Plan Loan Commitments shall be allocated among the Floor Plan Lenders based on their Pro Rata Share of Floor Plan Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (c), each notice delivered pursuant this paragraph (c) shall be irrevocable for such individual election notice.
(d) The Borrowers shall not be reduction is required to deliver replacement Notes to any Lender in connection with any conversion of the Acquisition Loan Commitments or Floor Plan Loan Commitments or any reversal of any such conversion, in each case, under Section 5.5(b) or (c). Following any such conversion or reversal, the amount of each Lender’s Acquisition Loan Commitment and Floor Plan Loan Commitment shall be noted on the Agent’s records, which records will be conclusive evidence thereof, absent manifest error; provided, however, that any failure by the Agent to record any such information shall not affect the obligations of the Borrowers with respect thereto in accordance with the terms of this Agreement and the Loan Documents.
(e) After giving effect to any reduction, conversion or reversal thereof made pursuant to the terms of this Section 5.5, the Total Acquisition Loan Commitment shall not exceed 40% of the Total Commitmentsuch Section.
(f) At the time the Commitments of any Lender are terminated or reduced pursuant to Section 5.5(a), the Company shall pay to the Agent for the account of each such Lender, the Floor Plan Loan Commitment Fees and the Acquisition Loan Commitment Fees on the amount of such terminated or reduced Commitments owed to the date of such termination or reduction.
(g) Each of the Commitments shall automatically and permanently terminate on the Maturity Date.
Appears in 1 contract
Termination, Reduction or Conversion of Commitments. (a) Upon at least three (3) Business Days’ prior written The Company may, upon notice to the Administrative Agent, subject terminate the Aggregate Revolving Commitments, or from time to the terms and provisions of this Section 5.5, the Company may at any time, in whole or in part, permanently terminate or time permanently reduce the Total Commitment, among the Lenders in accordance with Aggregate Revolving Commitments; provided that (i) their respective Pro Rata Share any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of Floor Plan Loan Commitmentstermination or reduction, and (ii) their respective Pro Rata Share of Acquisition Loan Commitments; provided (x) any such partial reduction of the Total Commitment shall be in minimum aggregate increments of $5,000,000; (y) any such partial reduction shall be made ratably between in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Floor Plan Loan Commitment and Revolving Outstandings would exceed the Total Acquisition Loan Commitment respectivelyRevolving Advance Limit, and pro rata among (iv) if, after giving effect to any reduction of the Lenders within each type Aggregate Revolving Commitments, the Letter of Commitment, and (z) no reduction shall reduce Credit Sublimit or the Revolving Swing Line Sublimit exceeds the amount of the Total Acquisition Loan Aggregate Revolving Commitments, such Sublimit shall be automatically reduced by the amount of such excess and (v) following any such termination or reduction (other than when the Aggregate Revolving Commitments are terminated in full), the Aggregate Revolving Commitments must be at least $50,000,000 but no more than 40% of the Aggregate Commitments. The Administrative Agent will promptly notify the applicable Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender in accordance with (x) its respective Applicable Revolving Percentage. All fees and interest accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.
(b) The Company may, upon notice to an amount which is less the Administrative Agent and the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender, as applicable, terminate the Aggregate New Vehicle Floorplan Commitments or the Aggregate Used Vehicle Floorplan Commitments, or from time to time permanently reduce the Aggregate New Vehicle Floorplan Commitments or the Aggregate Used Vehicle Floorplan Commitments; provided that (i) any such notice shall be received by the Administrative Agent and the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender, as applicable, not later than 11:00 a.m. 30 days prior to the Letter date of Credit Obligations outstanding at termination or reduction, (ii) any such time and no partial reduction shall reduce be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) if, after giving effect to any reduction of the Aggregate New Vehicle Floorplan Commitments, the New Vehicle Floorplan Swing Line Sublimit exceeds the amount of the Total Floor Plan Loan Commitment Aggregate New Vehicle Floorplan Commitments, such Sublimit shall be automatically reduced by the amount of such excess, (iv) if, after giving effect to an any reduction of the Aggregate Used Vehicle Floorplan Commitments, the Used Vehicle Floorplan Swing Line Sublimit exceeds the amount which is less of the Aggregate Used Vehicle Floorplan Commitments, such Sublimit shall be automatically reduced by the amount of such excess and (v) after giving effect to any terminations or reduction, the Aggregate Revolving Commitments must be at least $50,000,000 but no more than 40% of the Swing LineAggregate Commitments. In connection with any such reductionreduction of the Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments, the Floor Plan Agent New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender, as applicable, in its sole discretion may, or at the direction of the Required Lenders shall, may suspend and/or terminate all or any a portion of the then outstanding Drafting AgreementsPayment Commitments, Auction Agreements or Payoff Letter Commitments which shall be promptly selected by the Company, in an amount that corresponds to the size of said reduction. In addition, no The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction shall cause the Total Acquisition Loan Commitment to exceed 40% of the Total CommitmentAggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments. Subject Any reduction of the Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments shall be applied to the Company’s right Commitment of each Lender in accordance with (x) its respective Applicable New Vehicle Floorplan Percentage and (y) its respective Applicable Used Vehicle Floorplan Percentage, as the case may be. All fees and interest accrued under the New Vehicle Floorplan Facility as of the effective date of any termination of the Aggregate New Vehicle Floorplan Commitments shall be paid on the effective date of such termination; provided that, interest due and payable to subsequent terminations and reductions under this paragraph the New Vehicle Swing Line Lender (a), each notice delivered by the Company pursuant to this paragraph (ain such capacity) shall be irrevocable for due and payable pursuant to terms acceptable to the New Vehicle Swing Line Lender in its sole discretion. All fees and interest accrued under the Used Vehicle Floorplan Facility as of the effective date of any termination of the Aggregate Used Vehicle Floorplan Commitments shall be paid on the effective date of such individual election noticetermination; provided that, interest due and payable to the Used Vehicle Swing Line Lender (in such capacity), shall be due and payable pursuant to terms acceptable to the Used Vehicle Swing Line Lender in its sole discretion.
(bc) Subject to the terms and provisions of this Section 5.5, at At any time there exists any unused portion of Aggregate Revolving Commitments, Aggregate Used Vehicle Floorplan Commitments or Aggregate New Vehicle Floorplan Commitments (each, “Individual Facility Commitments”), and provided that, unless otherwise approved by the Acquisition Loan CommitmentsAdministrative Agent in its sole discretion, no Default shall have occurred and be continuing, the Company may may, by delivering to the Administrative Agent, the New Vehicle Floorplan Operations Group and the Used Vehicle Floorplan Operations Group a Conversion Notice in substantially the form of Exhibit P not less than three days prior to the date of such conversion, request in writing the Administrative Agent and the Lenders to convert all or a part of such unused portion of the Acquisition Loan such applicable Individual Facility Commitments into Floor Plan Loan one (or both) of the other Individual Facility Commitments, provided, following further that, (i) any such conversion shall be allocated on a pro rata basis among the Lenders holding Commitments in the Individual Facility Commitments being converted so that the proportion of such Lender’s Commitments allocated to each such Applicable Facility is the same immediately before and after such increase, (ii) in the case of a conversion from Aggregate Revolving Commitments to one or both of the other Individual Facility Commitments, after giving effect to any such conversion, the total of the Acquisition Loan Commitments Total Revolving Outstandings shall not be less than an amount equal exceed the Revolving Advance Limit, as evidenced by a Pro Forma Revolving Borrowing Base Certificate giving pro forma effect to (i) such conversion which has been delivered to the sum of all Acquisition Loans then outstanding, plus (ii) all Letter of Credit Obligations then outstanding, plus Administrative Agent in connection with any such conversion; (iii) the Aggregate Revolving Commitments must be at least $50,000,000 but no more than 40% of the Aggregate Commitments, and (iv) any Reserve Commitment; and in Aggregate Revolving Commitments converted to Aggregate Used Vehicle Floorplan Commitments or Aggregate New Vehicle Floorplan Commitments will be assessed a commitment fee for the applicable Floorplan Facility. Following such event and following five (5) Business Days prior written notice from the Company to the Administrative Agent, the Floor Plan Loan Commitments New Vehicle Floorplan Operations Group and the Used Vehicle Floorplan Operations Group and subject to the foregoing, the Individual Facility Commitments, shall upon such request, be increased and decreased, as the case may be, by the amount so requested by the Company, such amount together with the Acquisition Loan Commitments not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Floor Plan Loan Commitments, the Company may request the Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Floor Plan Loan Commitments and the Acquisition Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Acquisition Loan Commitments into Floor Plan Loan Commitments or vice versa, the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Floor Plan Lenders, and the Acquisition Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Floor Plan Loan Commitments, which increase or decrease in the Acquisition Loan Commitments shall be allocated among the Acquisition Loan Lenders based on their Pro Rata Share of Acquisition Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (b), each notice delivered by the Company pursuant to this paragraph (b) shall be irrevocable for such individual election notice.
(c) Subject to the terms and provisions of this Section 5.5, at any time there exists any unused portion of the Floor Plan Loan Commitments, the Company may request in writing the Agent to convert up to $151,000,000 of such unused portion of the Floor Plan Loan Commitments into Acquisition Loan Commitments; provided, following such conversion, the total of the Floor Plan Loan Commitments shall not be less than an amount equal to (i) the sum of all Floor Plan Loans then outstanding, plus (ii) the sum of all Swing Line Loans then outstanding; and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments shall be increased by the amount so requested by the Company, such amount together with the Floor Plan Loan Commitments not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Acquisition Loan Commitments, the Company may request the Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments and the Floor Plan Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Floor Plan Loan Commitments into Acquisition Loan Commitments or vice versa, the Acquisition Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Acquisition Loan Lenders, and the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Acquisition Loan Commitments, which increase or decrease in the Floor Plan Loan Commitments shall be allocated among the Floor Plan Lenders based on their Pro Rata Share of Floor Plan Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (c), each notice delivered pursuant this paragraph (c) shall be irrevocable for such individual election notice.
(d) The Borrowers shall not be required to deliver replacement Notes to any Lender in connection with any conversion of the Acquisition Loan Commitments or Floor Plan Loan Commitments or any reversal of any such conversion, in each case, under Section 5.5(b) or (c). Following any such conversion or reversal, the amount of each Lender’s Acquisition Loan Commitment and Floor Plan Loan Commitment shall be noted on the Agent’s records, which records will be conclusive evidence thereof, absent manifest error; provided, however, that any failure by the Agent to record any such information shall not affect the obligations of the Borrowers with respect thereto in accordance with the terms of this Agreement and the Loan Documents.
(e) After giving effect to any reduction, conversion or reversal thereof pursuant to the terms of this Section 5.5, the Total Acquisition Loan Commitment shall not exceed 40% of the Total Commitment.
(f) At the time the Commitments of any Lender are terminated or reduced pursuant to Section 5.5(a), the Company shall pay to the Agent for the account of each such Lender, the Floor Plan Loan Commitment Fees and the Acquisition Loan Commitment Fees on the amount of such terminated or reduced Commitments owed to the date of such termination or reduction.
(g) Each of the Commitments shall automatically and permanently terminate on the Maturity Date.
Appears in 1 contract
Termination, Reduction or Conversion of Commitments. (a) Upon at least three (3) Business Days’ prior written The Company may, upon notice to the Administrative Agent, subject terminate the Aggregate Revolving Commitments, Aggregate New Vehicle Floorplan Commitments or the Aggregate Used Vehicle Floorplan Commitments, or from time to the terms and provisions of this Section 5.5, the Company may at any time, in whole or in part, permanently terminate or time permanently reduce the Total CommitmentAggregate Revolving Commitments, among Aggregate New Vehicle Floorplan Commitments or the Lenders in accordance with Aggregate Used Vehicle Floorplan Commitments; provided that (i) their respective Pro Rata Share any such notice shall be received by the Administrative Agent not later than 1:00 p.m. fifteen (15) days prior to the date of Floor Plan Loan Commitmentstermination or reduction, and (ii) their respective Pro Rata Share of Acquisition Loan Commitments; provided (x) any such partial reduction of the Total Commitment shall be in minimum aggregate increments of $5,000,000; (y) any such partial reduction shall be made ratably between in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Floor Plan Loan Commitment Revolving Outstandings would exceed the lesser of the Aggregate Revolving Commitments or the Revolving Borrowing Base, (iv) the Company shall not terminate or reduce the Aggregate New Vehicle Floorplan Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Acquisition Loan Commitment respectivelyNew Vehicle Floorplan Outstandings would exceed the Aggregate New Vehicle Floorplan Commitments, (v) the Company shall not terminate or reduce the Aggregate Used Vehicle Floorplan Commitments if, after giving effect thereto and pro rata among to any concurrent prepayments hereunder, the Lenders within each type Total Used Vehicle Floorplan Outstandings would exceed the lesser of Commitmentthe Aggregate Used Vehicle Floorplan Commitments or the Used Vehicle Floorplan Borrowing Base, and (zvi) no if, after giving effect to any reduction shall reduce of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Revolving Swing Line Sublimit exceeds the amount of the Total Acquisition Loan Commitment Aggregate Revolving Commitments, such Sublimit shall be automatically reduced by the amount of such excess, (vii) if, after giving effect to an amount which is less than any reduction of the Letter of Credit Obligations outstanding at such time and no reduction shall reduce Aggregate New Vehicle Floorplan Commitments, the New Vehicle Floorplan Swing Line Sublimit exceeds the amount of the Total Floor Plan Loan Commitment Aggregate New Vehicle Floorplan Commitments, such Sublimit shall be automatically reduced by the amount of such excess, (viii) if, after giving effect to an any reduction of the Aggregate Used Vehicle Floorplan Commitments, the Used Vehicle Floorplan Swing Line Sublimit exceeds the amount which is less of the Aggregate Used Vehicle Floorplan Commitments, such Sublimit shall be automatically reduced by the amount of such excess, and (ix) following any such reduction, no more than 15% of the Swing LineAggregate Floorplan Facility Commitments may be Aggregate Used Vehicle Floorplan Commitments. In connection with any such reductionreduction of the Aggregate New Vehicle Floorplan Commitments, the Floor Plan Agent New Vehicle Floorplan Swing Line Lender in its sole discretion may, or at the direction of the Required Lenders shall, may suspend and/or terminate all or any a portion of the then outstanding Drafting AgreementsPayment Commitments or Payoff Letter Commitments which shall be promptly selected by the Company, in an amount that corresponds to the size of said reduction. In addition, no The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction shall cause the Total Acquisition Loan Commitment to exceed 40% of the Total CommitmentAggregate Commitments. Subject Any reduction of the Aggregate Revolving Commitments, Aggregate New Vehicle Floorplan Commitments or Used Vehicle Floorplan Commitments shall be applied to the Company’s right to subsequent terminations Commitment of each Lender in accordance with (x) its respective Applicable Revolving Percentage, (y) its respective Applicable New Vehicle Floorplan Percentage and reductions under this paragraph (a)z) its respective Applicable Used Vehicle Floorplan Percentage, each notice delivered by as the Company pursuant to this paragraph (a) case may be. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be irrevocable for paid on the effective date of such individual election noticetermination.
(b) Subject to the terms and provisions of this Section 5.5, at At any time there exists any unused portion of the Acquisition Loan Aggregate Revolving Commitments, the Company may may, by not less than five days prior written notice and provided that no Default shall have occurred and be continuing, request in writing the Administrative Agent and the Lenders to convert all or a part of such unused portion of the Acquisition Loan Aggregate Revolving Commitments into Floor Plan Loan Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments, provided, the Company shall not make such conversion if, after giving effect thereto, the Total Revolving Outstandings would exceed the lesser of (x) the Revolving Borrowing Base or (y) the Aggregate Revolving Commitments, provided further, following any such conversion, the total of the Acquisition Loan Commitments shall not be less than an amount equal to (i) the sum percentage of all Acquisition Loans then outstandingeach Lender’s Commitment allocated to the Revolving Credit Facility shall be equal to the percentage of each other Lender’s Commitment allocated to the Revolving Credit Facility, plus (ii) all Letter the percentage of Credit Obligations then outstandingeach Lender’s Commitment allocated to the New Vehicle Floorplan Facility shall be equal to the percentage of each other Lender’s Commitment allocated to the New Vehicle Floorplan Facility, plus (iii) the percentage of each Lender’s Commitment allocated to the Used Vehicle Floorplan Facility shall be equal to the percentage of each other Lender’s Commitment allocated to the Used Vehicle Floorplan Facility, (iv) no more than 15% of the Aggregate Floorplan Facility Commitments may be allocated to the Aggregate Used Vehicle Floorplan Commitments and (v) the commitment fee owing and accruing with respect to any Reserve Commitment; and in Revolving Commitments converted into other types of Commitments under this Section 2.14(b) shall continue to be calculated at the Applicable Rate for commitment fees under the Revolving Credit Facility. Following such event and following five (5) Business Days prior written notice from the Company to the AgentAdministrative Agent and subject to the foregoing, the Floor Plan Loan Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments, as applicable, shall upon such request be increased by the amount so requested by the Company, provided further that, such amount together with the Acquisition Loan Aggregate Revolving Commitments shall not to exceed the Total CommitmentAggregate Commitments. At any time there exists any unused amount of a converted portion of the Floor Plan Loan Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments, the Company may request the Administrative Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the AgentAggregate New Vehicle Floorplan Commitments, the Floor Plan Loan Aggregate Used Vehicle Floorplan Commitments and the Acquisition Loan Aggregate Revolving Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Acquisition Loan Commitments into Floor Plan Loan Commitments or vice versa, the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Floor Plan Lenders, and the Acquisition Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Floor Plan Loan Commitments, which increase or decrease in the Acquisition Loan Commitments shall be allocated among the Acquisition Loan Lenders based on their Pro Rata Share of Acquisition Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (b), each notice delivered by the Company pursuant to this paragraph (b) shall be irrevocable for such individual election notice.
(c) Subject to the terms and provisions of this Section 5.5, at any time there exists any unused portion of the Floor Plan Loan Commitments, the Company may request in writing the Agent to convert up to $151,000,000 of such unused portion of the Floor Plan Loan Commitments into Acquisition Loan Commitments; provided, following such conversion, the total of the Floor Plan Loan Commitments shall not be less than an amount equal to (i) the sum of all Floor Plan Loans then outstanding, plus (ii) the sum of all Swing Line Loans then outstanding; and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments shall be increased by the amount so requested by the Company, such amount together with the Floor Plan Loan Commitments not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Acquisition Loan Commitments, the Company may request the Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments and the Floor Plan Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Floor Plan Loan Commitments into Acquisition Loan Commitments or vice versa, the Acquisition Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Acquisition Loan Lenders, and the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Acquisition Loan Commitments, which increase or decrease in the Floor Plan Loan Commitments shall be allocated among the Floor Plan Lenders based on their Pro Rata Share of Floor Plan Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (c), each notice delivered pursuant this paragraph (c) shall be irrevocable for such individual election notice.
(d) The Borrowers shall not be required to deliver replacement Notes to any Lender in connection with any conversion of the Acquisition Loan Commitments or Floor Plan Loan Commitments or any reversal of any such conversion, in each case, under Section 5.5(b) or (c). Following any such conversion or reversal, the amount of each Lender’s Acquisition Loan Commitment and Floor Plan Loan Commitment shall be noted on the Agent’s records, which records will be conclusive evidence thereof, absent manifest error; provided, however, that any failure by the Agent to record any such information shall not affect the obligations of the Borrowers with respect thereto in accordance with the terms of this Agreement and the Loan Documents.
(e) After giving effect to any reduction, conversion or reversal thereof pursuant to the terms of this Section 5.5, the Total Acquisition Loan Commitment shall not exceed 40% of the Total Commitment.
(f) At the time the Commitments of any Lender are terminated or reduced pursuant to Section 5.5(a), the Company shall pay to the Agent for the account of each such Lender, the Floor Plan Loan Commitment Fees and the Acquisition Loan Commitment Fees on the amount of such terminated or reduced Commitments owed to the date of such termination or reduction.
(g) Each of the Commitments shall automatically and permanently terminate on the Maturity Date.
Appears in 1 contract
Termination, Reduction or Conversion of Commitments. (a) Upon at least three (3) Business Days’ ' prior written notice to the Agent, subject to the terms and provisions of this Section 5.5, the Company may at any time, in whole or in partwhole, permanently terminate or permanently reduce the Total CommitmentCommitments, among the Lenders in accordance with (i) their respective Pro Rata Share of Floor Plan Loan Commitments, and (ii) their respective Pro Rata Share of Acquisition Revolving Credit Loan Commitments; provided (x) any such partial reduction of the Total Commitment Commitments shall be in minimum aggregate increments of Five Million Dollars ($5,000,000); (y) any such partial reduction shall be made ratably between the Total Floor Plan Loan Commitment and the Total Acquisition Loan Commitment respectively, and pro rata among the Lenders within each type of Commitment, and (z) no reduction shall reduce the amount of the Total Acquisition Revolving Credit Loan Commitment Commitments to an amount which is less than the Letter of Credit Obligations outstanding at such time time, plus any Reserve Commitment required pursuant to Section 3.4; and no reduction (z) following any such reduction, the Revolving Credit Loan Commitment shall reduce the amount not exceed twenty percent (20%) of the Total Floor Plan Loan Commitment to an amount which is less than the Swing LineCommitment. In connection with any such reduction, the Floor Plan Agent in its sole discretion may, or at the direction of the Required Lenders shall, may suspend and/or terminate all or any a portion of the then outstanding Drafting Agreements. In additionAgreements selected by the Company, no such reduction shall cause the Total Acquisition Loan Commitment to exceed 40% of the Total Commitment. Subject in an amount that corresponds to the Company’s right to subsequent terminations and reductions under this paragraph (a), each notice delivered by the Company pursuant to this paragraph (a) shall be irrevocable for such individual election noticesize of said reduction.
(b) Subject to Section 5.5(a) above and the terms and provisions of contained in this Section 5.5paragraph (b), at any time there exists any unused portion of the Acquisition Revolving Credit Loan Commitments, the Company may request in writing the Agent to convert all or a part of such unused portion of the Acquisition Revolving Credit Loan Commitments into Floor Plan Loan Commitments, provided, following such conversion, the total of the Acquisition Revolving Credit Loan Commitments shall not never be less than an amount equal to (i) the sum of all Acquisition Revolving Credit Loans then outstanding, plus (ii) all Letter of Credit Obligations then outstanding, plus (iii) any Reserve Commitment; and in such event and following five (5) Business Days days prior written notice from the Company to the Agent, the Floor Plan Loan Commitments shall shall, upon such request, be increased by the amount so requested by the Company, such amount together with the Acquisition Revolving Credit Loan Commitments not to exceed the Total Commitment, and, further provided, that the Revolving Credit Loan Commitment of any Revolving Credit Loan Lender that is not also a Floor Plan Lender may not be so converted. At any time there exists any unused amount of a converted portion of the Floor Plan Loan Commitments, the Company may request the Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Floor Plan Loan Commitments and the Acquisition Revolving Credit Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. .
(c) Upon any such conversion of Acquisition Revolving Credit Loan Commitments into Floor Plan Loan Commitments or vice versa, the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Floor Plan Lenders, and the Acquisition Revolving Credit Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Floor Plan Loan Commitments, which increase or decrease in the Acquisition Revolving Credit Loan Commitments shall be allocated among the Acquisition Revolving Credit Loan Lenders (other than any Revolving Credit Loan Lender that is not also a Floor Plan Lender) based on their Pro Rata Share of Acquisition Revolving Credit Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (b), each notice delivered by the Company pursuant to this paragraph (b) shall be irrevocable for such individual election notice.
(c) Subject to the terms and provisions of this Section 5.5, at any time there exists any unused portion of the Floor Plan Loan Commitments, the Company may request in writing the Agent to convert up to $151,000,000 of such unused portion of the Floor Plan Loan Commitments into Acquisition Loan Commitments; provided, following such conversion, the total of the Floor Plan Loan Commitments shall not be less than an amount equal to (i) the sum of all Floor Plan Loans then outstanding, plus (ii) the sum of all Swing Line Loans then outstanding; and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments shall be increased by the amount so requested by the Company, such amount together with the Floor Plan Loan Commitments not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Acquisition Loan Commitments, the Company may request the Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments and the Floor Plan Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Floor Plan Loan Commitments into Acquisition Loan Commitments or vice versa, the Acquisition Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Acquisition Loan Lenders, and the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Acquisition Loan Commitments, which increase or decrease in the Floor Plan Loan Commitments shall be allocated among the Floor Plan Lenders based on their Pro Rata Share of Floor Plan Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (c), each notice delivered pursuant this paragraph (c) shall be irrevocable for such individual election notice.
(d) The Borrowers shall not be required to deliver replacement Notes to any Lender in connection with any conversion of the Acquisition Loan Commitments or Floor Plan Loan Commitments or any reversal of any such conversion, in each case, under Section 5.5(b) or (c). Following any such conversion or reversal, the amount of each Lender’s Acquisition Loan Commitment and Floor Plan Loan Commitment shall be noted on the Agent’s records, which records will be conclusive evidence thereof, absent manifest error; provided, however, that any failure by the Agent to record any such information shall not affect the obligations of the Borrowers with respect thereto in accordance with the terms of this Agreement and the Loan Documents.
(e) After giving effect to any reduction, conversion or reversal thereof pursuant to the terms of this Section 5.5, the Total Acquisition Loan Commitment shall not exceed 40% of the Total Commitment.
(f) At the time the Commitments of any Lender are terminated or reduced pursuant to Section 5.5(a), the Company shall pay to the Agent for the account of each such Lender, the Floor Plan Loan Commitment Fees and the Acquisition Revolving Credit Loan Commitment Fees on the amount of such terminated or reduced Commitments owed to the date of such termination or reduction.
(ge) Each of the Commitments shall automatically and permanently terminate on the Maturity Date.
Appears in 1 contract
Samples: Revolving Credit Agreement (Asbury Automotive Group Inc)
Termination, Reduction or Conversion of Commitments. (a) Upon at least three (3) Business Days’ prior written The Company may, upon notice to the Administrative Agent, subject terminate the Aggregate Revolving Commitments, or from time to the terms and provisions of this Section 5.5, the Company may at any time, in whole or in part, permanently terminate or time permanently reduce the Total Commitment, among the Lenders in accordance with Aggregate Revolving Commitments; provided that (i) their respective Pro Rata Share any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of Floor Plan Loan Commitmentstermination or reduction, and (ii) their respective Pro Rata Share of Acquisition Loan Commitments; provided (x) any such partial reduction of the Total Commitment shall be in minimum aggregate increments of $5,000,000; (y) any such partial reduction shall be made ratably between in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Floor Plan Loan Commitment and Revolving Outstandings would exceed the Total Acquisition Loan Commitment respectively, and pro rata among the Lenders within each type of Commitment, Revolving Advance Limit and (ziv) no if, after giving effect to any reduction shall reduce of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Revolving Swing Line Sublimit exceeds the amount of the Total Acquisition Loan Aggregate Revolving Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the applicable Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender in accordance with (x) its respective Applicable Revolving Percentage. All fees and interest accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.
(b) The Company may, upon notice to an amount which is less the Administrative Agent and the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender, as applicable, terminate the Aggregate New Vehicle Floorplan Commitments or the Aggregate Used Vehicle Floorplan Commitments, or from time to time permanently reduce the Aggregate New Vehicle Floorplan Commitments or the Aggregate Used Vehicle Floorplan Commitments; provided that (i) any such notice shall be received by the Administrative Agent and the New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender, as applicable, not later than 11:00 a.m. 30 days prior to the Letter date of Credit Obligations outstanding at termination or reduction, (ii) any such time and no partial reduction shall reduce be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) if, after giving effect to any reduction of the Aggregate New Vehicle Floorplan Commitments, the New Vehicle Floorplan Swing Line Sublimit exceeds the amount of the Total Floor Plan Loan Commitment Aggregate New Vehicle Floorplan Commitments, such Sublimit shall be automatically reduced by the amount of such excess, (iv) if, after giving effect to an any reduction of the Aggregate Used Vehicle Floorplan Commitments, the Used Vehicle Floorplan Swing Line Sublimit exceeds the amount which is less of the Aggregate Used Vehicle Floorplan Commitments, such Sublimit shall be automatically reduced by the amount of such excess, and (v) following any such reduction, no more than 40% of the Swing LineAggregate Floorplan Facility Commitments may be allocated to the Aggregate Used Vehicle Floorplan Commitments. In connection with any such reductionreduction of the Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments, the Floor Plan Agent New Vehicle Swing Line Lender or the Used Vehicle Swing Line Lender, as applicable, in its sole discretion may, or at the direction of the Required Lenders shall, may suspend and/or terminate all or any a portion of the then outstanding Drafting AgreementsPayment Commitments, Auction Agreements or Payoff Letter Commitments which shall be promptly selected by the Company, in an amount that corresponds to the size of said reduction. In addition, no The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction shall cause the Total Acquisition Loan Commitment to exceed 40% of the Total CommitmentAggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments. Subject Any reduction of the Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments shall be applied to the Company’s right Commitment of each Lender in accordance with (x) its respective Applicable New Vehicle Floorplan Percentage and (y) its respective Applicable Used Vehicle Floorplan Percentage, as the case may be. All fees and interest accrued under the New Vehicle Floorplan Facility as of the effective date of any termination of the Aggregate New Vehicle Floorplan Commitments shall be paid on the effective date of such termination; provided that, interest due and payable to subsequent terminations and reductions under this paragraph the New Vehicle Swing Line Lender (a), each notice delivered by the Company pursuant to this paragraph (ain such capacity) shall be irrevocable for due and payable pursuant to terms acceptable to the New Vehicle Swing Line Lender in its sole discretion. All fees and interest accrued under the Used Vehicle Floorplan Facility as of the effective date of any termination of the Aggregate Used Vehicle Floorplan Commitments shall be paid on the effective date of such individual election noticetermination; provided that, interest due and payable to the Used Vehicle Swing Line Lender (in such capacity), shall be due and payable pursuant to terms acceptable to the Used Vehicle Swing Line Lender in its sole discretion.
(bc) Subject to the terms and provisions of this Section 5.5, at At any time there exists any unused portion of Aggregate Revolving Commitments, Aggregate Used Vehicle Floorplan Commitments or Aggregate New Vehicle Floorplan Commitments (each, “Individual Facility Commitments”), and provided that, unless otherwise approved by the Acquisition Loan CommitmentsAdministrative Agent in its sole discretion, no Default shall have occurred and be continuing, the Company may may, by delivering to the Administrative Agent, the New Vehicle Floorplan Operations Group and the Used Vehicle Floorplan Operations Group a Conversion Notice in substantially the form of Exhibit P not less than three days prior to the date of such conversion, request in writing the Administrative Agent and the Lenders to convert all or a part of such unused portion of the Acquisition Loan such applicable Individual Facility Commitments into Floor Plan Loan one (or both) of the other Individual Facility Commitments, provided, following further that, (i) any such conversion shall be allocated on a pro rata basis among the Lenders holding Commitments in the Applicable Individual Facility Commitments being converted, (ii) in the case of a conversion from Aggregate Revolving Commitments to one or both of the other Individual Facility Commitments, after giving effect to any such conversion, the total of the Acquisition Loan Commitments Total Revolving Outstandings shall not be less than an amount equal exceed the Revolving Advance Limit, as evidenced by a Pro Forma Revolving Borrowing Base Certificate giving pro forma effect to (i) such conversion which has been delivered to the sum of all Acquisition Loans then outstanding, plus (ii) all Letter of Credit Obligations then outstanding, plus Administrative Agent in connection with any such conversion; (iii) the Aggregate Revolving Commitments must be at least $50,000,000 but no more than $250,000,000 at all times, (iv) following any Reserve Commitment; such conversion, at least 60% of the Aggregate Floorplan Facility Commitments must be allocated to the Aggregate New Vehicle Floorplan Commitments and in (v) any Aggregate Revolving Commitments converted to Aggregate Used Vehicle Floorplan Commitments or Aggregate New Vehicle Floorplan Commitments will be assessed a commitment fee for the applicable Floorplan Facility. Following such event and following five (5) Business Days prior written notice from the Company to the Administrative Agent, the Floor Plan Loan Commitments New Vehicle Floorplan Operations Group and the Used Vehicle Floorplan Operations Group and subject to the foregoing, the Individual Facility Commitments, shall upon such request, be increased and decreased, as the case may be, by the amount so requested by the Company, such amount together with the Acquisition Loan Commitments not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Floor Plan Loan Commitments, the Company may request the Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Floor Plan Loan Commitments and the Acquisition Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Acquisition Loan Commitments into Floor Plan Loan Commitments or vice versa, the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Floor Plan Lenders, and the Acquisition Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Floor Plan Loan Commitments, which increase or decrease in the Acquisition Loan Commitments shall be allocated among the Acquisition Loan Lenders based on their Pro Rata Share of Acquisition Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (b), each notice delivered by the Company pursuant to this paragraph (b) shall be irrevocable for such individual election notice.
(c) Subject to the terms and provisions of this Section 5.5, at any time there exists any unused portion of the Floor Plan Loan Commitments, the Company may request in writing the Agent to convert up to $151,000,000 of such unused portion of the Floor Plan Loan Commitments into Acquisition Loan Commitments; provided, following such conversion, the total of the Floor Plan Loan Commitments shall not be less than an amount equal to (i) the sum of all Floor Plan Loans then outstanding, plus (ii) the sum of all Swing Line Loans then outstanding; and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments shall be increased by the amount so requested by the Company, such amount together with the Floor Plan Loan Commitments not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Acquisition Loan Commitments, the Company may request the Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments and the Floor Plan Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Floor Plan Loan Commitments into Acquisition Loan Commitments or vice versa, the Acquisition Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Acquisition Loan Lenders, and the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Acquisition Loan Commitments, which increase or decrease in the Floor Plan Loan Commitments shall be allocated among the Floor Plan Lenders based on their Pro Rata Share of Floor Plan Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (c), each notice delivered pursuant this paragraph (c) shall be irrevocable for such individual election notice.
(d) The Borrowers shall not be required to deliver replacement Notes to any Lender in connection with any conversion of the Acquisition Loan Commitments or Floor Plan Loan Commitments or any reversal of any such conversion, in each case, under Section 5.5(b) or (c). Following any such conversion or reversal, the amount of each Lender’s Acquisition Loan Commitment and Floor Plan Loan Commitment shall be noted on the Agent’s records, which records will be conclusive evidence thereof, absent manifest error; provided, however, that any failure by the Agent to record any such information shall not affect the obligations of the Borrowers with respect thereto in accordance with the terms of this Agreement and the Loan Documents.
(e) After giving effect to any reduction, conversion or reversal thereof pursuant to the terms of this Section 5.5, the Total Acquisition Loan Commitment shall not exceed 40% of the Total Commitment.
(f) At the time the Commitments of any Lender are terminated or reduced pursuant to Section 5.5(a), the Company shall pay to the Agent for the account of each such Lender, the Floor Plan Loan Commitment Fees and the Acquisition Loan Commitment Fees on the amount of such terminated or reduced Commitments owed to the date of such termination or reduction.
(g) Each of the Commitments shall automatically and permanently terminate on the Maturity Date.
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Termination, Reduction or Conversion of Commitments. (a) Upon at least three (3) The Company shall have the right, upon not less than five Business Days’ prior written notice to the Agent, subject to terminate the terms and provisions of this Section 5.5Commitments or, the Company may at any from time to time, in whole or in part, permanently terminate or permanently reduce the Total Commitment, among the Lenders in accordance with (i) their respective Pro Rata Share of Floor Plan Loan Commitments, and (ii) their respective Pro Rata Share of Acquisition Loan Commitments; provided (x) any such partial reduction of the Total Commitment shall be in minimum aggregate increments of $5,000,000; (y) any such partial reduction shall be made ratably between the Total Floor Plan Loan Commitment and the Total Acquisition Loan Commitment respectively, and pro rata among the Lenders within each type of Commitment, and (z) no reduction shall to reduce the amount of the Total Acquisition Loan Commitment to an amount which is less than the Letter of Credit Obligations outstanding at Commitments, provided that no such time and no termination or reduction shall reduce be permitted if, after giving effect thereto and to any prepayments of the Loans made on the effective date thereof, (i) the then outstanding principal amount of the Loans would exceed the amount of the Total Floor Plan Loan Commitment to an amount which is less than the Swing Line. In connection with any such reductionCommitments then in effect, the Floor Plan Agent in its sole discretion may, or at the direction of the Required Lenders shall, suspend and/or terminate all or any portion of (ii) the then outstanding Drafting Agreements. In addition, no such reduction shall cause the Total Acquisition Loan Commitment to exceed 40% principal amount of the Total CommitmentTranche A Revolving Credit Loans or the Tranche B Revolving Credit Loans would exceed the amount of the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments, respectively, or (iii) the amount of the commitment of any Bank under the Liquidity Facility Agreement would exceed the amount of the Tranche B Commitment of such Bank. Subject Except as provided for in subsection 2.5(c) herein, each reduction of the Tranche A Commitments or the Tranche B Commitments shall be applied ratably to the Company’s right to subsequent terminations and reductions under this paragraph (a)Tranche A Commitment or Tranche B Commitment, respectively, of each notice delivered by Bank based upon the Company pursuant to this paragraph (a) respective amounts of such Commitments. Each reduction of Commitments after the Transition Date shall be irrevocable for applied ratably to the Commitment of each Bank based upon the respective amounts of such individual election noticeCommitments.
(b) Subject to the terms and provisions Any such reduction shall be in an amount of this Section 5.5, at any time there exists any unused portion of the Acquisition Loan Commitments, the Company may request in writing the Agent to convert all $10,000,000 or a part whole multiple of such unused portion of the Acquisition Loan Commitments into Floor Plan Loan Commitments, provided, following such conversion, the total of the Acquisition Loan Commitments shall not be less than an amount equal to (i) the sum of all Acquisition Loans then outstanding, plus (ii) all Letter of Credit Obligations then outstanding, plus (iii) any Reserve Commitment; and $1,000,000 in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Floor Plan Loan Commitments shall be increased by the amount so requested by the Company, such amount together with the Acquisition Loan Commitments not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Floor Plan Loan Commitments, the Company may request the Agent to reverse any such portion excess thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from shall reduce permanently the Company to the Agent, the Floor Plan Loan Commitments and the Acquisition Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Acquisition Loan Commitments into Floor Plan Loan Commitments or vice versa, the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Floor Plan Lenders, and the Acquisition Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease Commitments then in the Floor Plan Loan Commitments, which increase or decrease in the Acquisition Loan Commitments shall be allocated among the Acquisition Loan Lenders based on their Pro Rata Share of Acquisition Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (b), each notice delivered by the Company pursuant to this paragraph (b) shall be irrevocable for such individual election noticeeffect.
(c) Subject Notwithstanding any provision herein, in the event that pursuant to the terms and provisions of this Section 5.5, at any time there exists any unused portion subsection 2.4 of the Floor Plan Loan CommitmentsFunding Agreement, the Company may request in writing the Agent to convert up to $151,000,000 of such unused portion of the Floor Plan Loan Commitments into Acquisition Loan Commitments; provided, following such conversionFacility Amount (as defined therein) is reduced, the total of the Floor Plan Loan Tranche B Commitments shall not be less than reduced by an amount equal to (i) such reduction and such reduction of the sum of all Floor Plan Loans then outstanding, plus (ii) the sum of all Swing Line Loans then outstanding; and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Tranche B Commitments shall be increased by applied ratably to the amount so requested by Tranche B Commitment of each Bank based upon the Company, such amount together with the Floor Plan Loan Commitments not to exceed the Total Commitment. At any time there exists any unused respective amount of its Tranche B Commitment; provided, that, in the event the Company shall have elected, pursuant to subsection 4.5(d) of the Liquidity Facility Agreement, to make a converted non pro rata reduction of the Aggregate Commitment (as defined therein) by reducing the commitments of any Downgraded Bank (as defined therein) under the Liquidity Facility Agreement, the portion of the Acquisition Loan Commitments, Tranche B Commitment of such Downgraded Bank in an amount equal to such reduction of commitments under the Company may request the Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments and the Floor Plan Loan Commitments Liquidity Facility Agreement shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Floor Plan Loan Commitments converted into Acquisition Loan Commitments or vice versa, the Acquisition Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Acquisition Loan Lenders, and the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Acquisition Loan Commitments, which increase or decrease in the Floor Plan Loan Commitments shall be allocated among the Floor Plan Lenders based on their Pro Rata Share of Floor Plan Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (c), each notice delivered pursuant this paragraph (c) shall be irrevocable for such individual election notice.
(d) The Borrowers shall not be required to deliver replacement Notes to any Lender in connection with any conversion of the Acquisition Loan Commitments or Floor Plan Loan Commitments or any reversal of any such conversion, in each case, under Section 5.5(b) or (c). Following any such conversion or reversal, the amount of each Lender’s Acquisition Loan a Tranche A Commitment and Floor Plan Loan Commitment shall be noted on the Agent’s records, which records will be conclusive evidence thereof, absent manifest error; provided, however, that any failure by the Agent to record any such information shall not affect the obligations of the Borrowers with respect thereto in accordance with the terms of this Agreement and the Loan Documents.
(e) After giving effect to any reduction, conversion or reversal thereof pursuant to the terms of this Section 5.5, the Total Acquisition Loan Commitment shall not exceed 40% of the Total Commitment.
(f) At the time the Commitments of any Lender are terminated or reduced pursuant to Section 5.5(a), the Company shall pay to the Agent for the account of each such Lender, the Floor Plan Loan Commitment Fees and the Acquisition Loan Commitment Fees on the amount of such terminated or reduced Commitments owed to the date of such termination or reductionDowngraded Bank hereunder.
(g) Each of the Commitments shall automatically and permanently terminate on the Maturity Date.
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Termination, Reduction or Conversion of Commitments. (a) Upon at least three (3) Business Days’ prior written The Company may, upon notice to the Administrative Agent, subject terminate the Aggregate Revolving Commitments, Aggregate New Vehicle Floorplan Commitments or the Aggregate Used Vehicle Floorplan Commitments, or from time to the terms and provisions of this Section 5.5, the Company may at any time, in whole or in part, permanently terminate or time permanently reduce the Total CommitmentAggregate Revolving Commitments, among Aggregate New Vehicle Floorplan Commitments or the Lenders in accordance with Aggregate Used Vehicle Floorplan Commitments; provided that (i) their respective Pro Rata Share any such notice shall be received by the Administrative Agent not later than 1:00 p.m. fifteen (15) days prior to the date of Floor Plan Loan Commitmentstermination or reduction, and (ii) their respective Pro Rata Share of Acquisition Loan Commitments; provided (x) any such partial reduction of the Total Commitment shall be in minimum aggregate increments of $5,000,000; (y) any such partial reduction shall be made ratably between in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Floor Plan Loan Commitment Revolving Outstandings would exceed the lesser of the Aggregate Revolving Commitments or the Revolving Borrowing Base, (iv) the Company shall not terminate or reduce the Aggregate New Vehicle Floorplan Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Acquisition Loan Commitment respectivelyNew Vehicle Floorplan Outstandings would exceed the Aggregate New Vehicle Floorplan Commitments, (v) the Company shall not terminate or reduce the Aggregate Used Vehicle Floorplan Commitments if, after giving effect thereto and pro rata among to any concurrent prepayments hereunder, the Lenders within each type Total Used Vehicle Floorplan Outstandings would exceed the lesser of Commitmentthe Aggregate Used Vehicle Floorplan Commitments or the Used Vehicle Floorplan Borrowing Base, and (zvi) no if, after giving effect to any reduction shall reduce of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Revolving Swing Line Sublimit exceeds the amount of the Total Acquisition Loan Commitment Aggregate Revolving Commitments, such Sublimit shall be automatically reduced by the amount of such excess, (vii) if, after giving effect to an amount which is less than any reduction of the Letter of Credit Obligations outstanding at such time and no reduction shall reduce Aggregate New Vehicle Floorplan Commitments, the New Vehicle Floorplan Swing Line Sublimit exceeds the amount of the Total Floor Plan Loan Commitment Aggregate New Vehicle Floorplan Commitments, such Sublimit shall be automatically reduced by the amount of such excess, (viii) if, after giving effect to an any reduction of the Aggregate Used Vehicle Floorplan Commitments, the Used Vehicle Floorplan Swing Line Sublimit exceeds the amount which is less of the Aggregate Used Vehicle Floorplan Commitments, such Sublimit shall be automatically reduced by the amount of such excess, and (ix) following any such reduction, no more than 20% of the Swing LineAggregate Floorplan Facility Commitments may be Aggregate Used Vehicle Floorplan Commitments. In connection with any such reductionreduction of the Aggregate New Vehicle Floorplan Commitments, the Floor Plan Agent New Vehicle Floorplan Swing Line Lender in its sole discretion may, or at the direction of the Required Lenders shall, may suspend and/or terminate all or any a portion of the then outstanding Drafting AgreementsPayment Commitments or Payoff Letter Commitments which shall be promptly selected by the Company, in an amount that corresponds to the size of said reduction. In addition, no The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction shall cause the Total Acquisition Loan Commitment to exceed 40% of the Total CommitmentAggregate Commitments. Subject Any reduction of the Aggregate Revolving Commitments, Aggregate New Vehicle Floorplan Commitments or Used Vehicle Floorplan Commitments shall be applied to the Company’s right to subsequent terminations Commitment of each Lender in accordance with (x) its respective Applicable Revolving Percentage, (y) its respective Applicable New Vehicle Floorplan Percentage and reductions under this paragraph (a)z) its respective Applicable Used Vehicle Floorplan Percentage, each notice delivered by as the Company pursuant to this paragraph (a) case may be. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be irrevocable for paid on the effective date of such individual election noticetermination.
(b) Subject to the terms and provisions of this Section 5.5, at At any time there exists any unused portion of the Acquisition Loan Aggregate Revolving Commitments in excess of the Total Revolving Outstandings (such excess amount being referred to as the “unused portion”), and provided that, unless otherwise approved by the Administrative Agent in its sole discretion, no Default shall have occurred and be continuing, the Company may, by delivering to the Administrative Agent and in the case of a conversion to New Vehicle Floorplan Commitments, the Company may New Vehicle Floorplan Operations Group, a Conversion Notice in substantially the form of Exhibit P not less than five days prior to the date of such conversion, request in writing the Administrative Agent and the Lenders to convert all or a part of such unused portion of the Acquisition Loan Aggregate Revolving Commitments into Floor Plan Loan Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments, provided, following such conversion, the total of the Acquisition Loan Commitments Company shall not be less than an amount equal make such conversion if, after giving effect to all such conversions to occur at such time, (i) the sum Total Revolving Outstandings would exceed the lesser of all Acquisition Loans then outstanding(x) the Revolving Borrowing Base or (y) the Aggregate Revolving Commitments, plus (ii) all Letter the aggregate amount of Credit Obligations Revolving Commitments converted to New Vehicle Floorplan Commitments or Used Vehicle Floorplan Commitments to occur at such time would exceed the lesser of (x) 20% of the Aggregate Commitments then outstanding, plus in effect or (y) the Available Unused Revolving Commitments or (iii) the Aggregate Revolving Commitments would be less than $50,000,000, provided further, following any Reserve Commitment; such conversion, (i) the percentage of each Lender’s Commitment allocated to the Revolving Credit Facility shall be equal to the percentage of each other Lender’s Commitment allocated to the Revolving Credit Facility, (ii) the percentage of each Lender’s Commitment allocated to the New Vehicle Floorplan Facility shall be equal to the percentage of each other Lender’s Commitment allocated to the New Vehicle Floorplan Facility, (iii) the percentage of each Lender’s Commitment allocated to the Used Vehicle Floorplan Facility shall be equal to the percentage of each other Lender’s Commitment allocated to the Used Vehicle Floorplan Facility, (iv) no more than 20% of the Aggregate Floorplan Facility Commitments may be allocated to the Aggregate Used Vehicle Floorplan Commitments and in (v) the commitment fee owing and accruing with respect to any Revolving Commitments converted into New Vehicle Floorplan Commitments or Used Vehicle Floorplan Commitments under this Section 2.14(b) shall be calculated at the Applicable Rate for commitment fees for New Vehicle Floorplan Commitments or Used Vehicle Floorplan Commitments, as the case may be. Following such event and following five (5) Business Days prior written notice from the Company to the AgentAdministrative Agent and, if applicable, the Floor Plan Loan New Vehicle Floorplan Operations Group, and subject to the foregoing, the Aggregate New Vehicle Floorplan Commitments or Used Vehicle Floorplan Commitments, as the case may be, shall upon such request be increased by the amount so requested by the Company, provided further that, the Aggregate Commitments after giving effect to such amount together with the Acquisition Loan Commitments conversion shall not to exceed the Total Commitment. Aggregate Commitments in effect prior to giving effect to such conversion.
(c) At any time there exists any portion of (x) the New Vehicle Floorplan Commitments in excess of the Total New Vehicle Floorplan Outstandings or (y) the Used Vehicle Floorplan Commitments in excess of the Total Used Vehicle Floorplan Outstandings (such excess amount in either of clause (x) or (y) being referred to as the “unused amount portion”), and provided that, unless otherwise approved by the Administrative Agent in its sole discretion, no Default shall have occurred and be continuing, the Company may, by delivering to the Administrative Agent a Conversion Notice in substantially the form of Exhibit P not less than five days prior to the date of such conversion, request the Administrative Agent and the Lenders to convert all or a converted part of such unused portion of the Floor Plan Loan New Vehicle Floorplan Commitments or Used Vehicle Floorplan Commitments into Aggregate Revolving Commitments, provided, the Company may request shall not make such conversion if, after giving effect thereto, (i) the Agent to reverse Total New Vehicle Floorplan Outstandings would exceed the Aggregate New Vehicle Floorplan Commitments, (ii) the Used Vehicle Floorplan Outstandings would exceed the lesser of (x) the Used Vehicle Floorplan Borrowing Base or (y) the Aggregate Used Vehicle Floorplan Commitments or (iii) Revolving Commitments would exceed 20% of the Aggregate Commitments then in effect, provided further, following any such portion thereofconversion, in whole (i) the percentage of each Lender’s Commitment allocated to the Revolving Credit Facility shall be equal to the percentage of each other Lender’s Commitment allocated to the Revolving Credit Facility, (ii) the percentage of each Lender’s Commitment allocated to the New Vehicle Floorplan Facility shall be equal to the percentage of each other Lender’s Commitment allocated to the New Vehicle Floorplan Facility, (iii) the percentage of each Lender’s Commitment allocated to the Used Vehicle Floorplan Facility shall be equal to the percentage of each other Lender’s Commitment allocated to the Used Vehicle Floorplan Facility, (iv) no more than 20% of the Aggregate Floorplan Facility Commitments may be allocated to the Aggregate Used Vehicle Floorplan Commitments and (v) the commitment fee owing and accruing with respect to any New Vehicle Floorplan Commitments or in part, and in Used Vehicle Floorplan Commitments converted into Revolving Commitments under this Section 2.14(c) shall be calculated at the Applicable Rate for commitment fees for Revolving Commitments. Following such event and following five (5) Business Days prior written notice from the Company to the AgentAdministrative Agent and subject to the foregoing, the Floor Plan Loan Commitments and the Acquisition Loan Aggregate Revolving Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any upon such conversion of Acquisition Loan Commitments into Floor Plan Loan Commitments or vice versa, the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Floor Plan Lenders, and the Acquisition Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Floor Plan Loan Commitments, which increase or decrease in the Acquisition Loan Commitments shall be allocated among the Acquisition Loan Lenders based on their Pro Rata Share of Acquisition Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (b), each notice delivered by the Company pursuant to this paragraph (b) shall be irrevocable for such individual election notice.
(c) Subject to the terms and provisions of this Section 5.5, at any time there exists any unused portion of the Floor Plan Loan Commitments, the Company may request in writing the Agent to convert up to $151,000,000 of such unused portion of the Floor Plan Loan Commitments into Acquisition Loan Commitments; provided, following such conversion, the total of the Floor Plan Loan Commitments shall not be less than an amount equal to (i) the sum of all Floor Plan Loans then outstanding, plus (ii) the sum of all Swing Line Loans then outstanding; and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments shall be increased by the amount so requested by the Company, provided further that, the Aggregate Commitments after giving effect to such amount together with the Floor Plan Loan Commitments conversion shall not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Acquisition Loan Commitments, the Company may request the Agent Aggregate Commitments in effect prior to reverse any giving effect to such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments and the Floor Plan Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Floor Plan Loan Commitments into Acquisition Loan Commitments or vice versa, the Acquisition Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Acquisition Loan Lenders, and the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Acquisition Loan Commitments, which increase or decrease in the Floor Plan Loan Commitments shall be allocated among the Floor Plan Lenders based on their Pro Rata Share of Floor Plan Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (c), each notice delivered pursuant this paragraph (c) shall be irrevocable for such individual election noticeconversion.
(d) The Borrowers shall not be required to deliver replacement Notes to any Lender in In connection with any conversion of the Acquisition Loan Commitments or Floor Plan Loan Commitments or any reversal of any such conversion, conversions and re-conversions described in each case, under Section 5.5(bclauses (b) or and (c). Following ) above, the requisite assignments of outstanding Loans shall be made in such amounts by and between the Lenders, and as directed by the Administrative Agent, to the extent necessary to keep the outstanding Revolving Committed Loans, New Vehicle Floorplan Committed Loans, or Used Vehicle Floorplan Committed Loans, as applicable, ratable with any revised Applicable Percentages with respect to the applicable Committed Loans arising from any such conversion or reversalre-conversion with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions but without the payment of any related assignment fee, the amount of each Lender’s Acquisition Loan Commitment and Floor Plan Loan Commitment no other documents or instruments shall be, or shall be noted on the Agent’s recordsrequired to be, executed in connection with such assignments (all of which records will be conclusive evidence thereof, absent manifest error; provided, however, that any failure by the Agent to record any such information shall not affect the obligations of the Borrowers with respect thereto in accordance with the terms of this Agreement and the Loan Documentsrequirements are hereby waived).
(e) After giving effect to any reduction, conversion or reversal thereof pursuant to the terms of this Section 5.5, the Total Acquisition Loan Commitment shall not exceed 40% of the Total Commitment.
(f) At the time the Commitments of any Lender are terminated or reduced pursuant to Section 5.5(a), the Company shall pay to the Agent for the account of each such Lender, the Floor Plan Loan Commitment Fees and the Acquisition Loan Commitment Fees on the amount of such terminated or reduced Commitments owed to the date of such termination or reduction.
(g) Each of the Commitments shall automatically and permanently terminate on the Maturity Date.
Appears in 1 contract
Termination, Reduction or Conversion of Commitments. (a) Upon at least three (3) Business Days’ prior written notice to the Agent, subject to the terms and provisions of this Section 5.5, the Company may at any time, in whole or in part, permanently terminate or permanently reduce the Total Commitment, among the Lenders in accordance with (i) their respective Pro Rata Share of Floor Plan Loan Commitments, and (ii) their respective Pro Rata Share of Acquisition Loan Commitments; provided (x) any such partial reduction of the Total Commitment shall be in minimum aggregate increments of $5,000,000; (y) any such partial reduction shall be made ratably between the Total Floor Plan Loan Commitment and the Total Acquisition Loan Commitment respectively, and pro rata among the Lenders within each type of Commitment, and (z) no reduction shall reduce the amount of the Total Acquisition Loan Commitment to an amount which is less than the Letter of Credit Obligations outstanding at such time and no reduction shall reduce the amount of the Total Floor Plan Loan Commitment to an amount which is less than the Swing Linetime. In connection with any such reduction, the Floor Plan Agent in its sole discretion may, or at the direction of the Required Lenders shall, suspend and/or terminate all or any portion of the then outstanding Drafting Agreements. In addition, no such reduction shall cause the Total Acquisition Loan Commitment to exceed 4020% of the Total Commitment. Subject to the Company’s right to subsequent terminations and reductions under this paragraph (a), each notice delivered by the Company pursuant to this paragraph (a) shall be irrevocable for such individual election notice.
(b) Subject to the terms and provisions of this Section 5.5, at any time there exists any unused portion of the Acquisition Loan Commitments, the Company may request in writing the Agent to convert all or a part of such unused portion of the Acquisition Loan Commitments into Floor Plan Loan Commitments, provided, following such conversion, the total of the Acquisition Loan Commitments shall not be less than an amount equal to (i) the sum of all Acquisition Loans then outstanding, plus (ii) all Letter of Credit Obligations then outstanding, plus (iii) any Reserve Commitment; and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Floor Plan Loan Commitments shall be increased by the amount so requested by the Company, such amount together with the Acquisition Loan Commitments not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Floor Plan Loan Commitments, the Company may request the Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Floor Plan Loan Commitments and the Acquisition Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Acquisition Loan Commitments into Floor Plan Loan Commitments or vice versa, the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Floor Plan Lenders, and the Acquisition Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Floor Plan Loan Commitments, which increase or decrease in the Acquisition Loan Commitments shall be allocated among the Acquisition Loan Lenders based on their Pro Rata Share of Acquisition Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (b), each notice delivered by the Company pursuant to this paragraph (b) shall be irrevocable for such individual election notice.
(c) Subject to the terms and provisions of this Section 5.5, at any time there exists any unused portion of the Floor Plan Loan Commitments, the Company may request in writing the Agent to convert up to $151,000,000 300,000,000 of such unused portion of the Floor Plan Loan Commitments into Acquisition Loan Commitments; provided, following such conversion, the total of the Floor Plan Loan Commitments shall not be less than an amount equal to (i) the sum of all Floor Plan Loans then outstanding, plus (ii) the sum of all Swing Line Loans then outstanding; and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments shall be increased by the amount so requested by the Company, such amount together with the Floor Plan Loan Commitments not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Acquisition Loan Commitments, the Company may request the Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments and the Floor Plan Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Floor Plan Loan Commitments into Acquisition Loan Commitments or vice versa, the Acquisition Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Acquisition Loan Lenders, and the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Acquisition Loan Commitments, which increase or decrease in the Floor Plan Loan Commitments shall be allocated among the Floor Plan Lenders based on their Pro Rata Share of Floor Plan Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (c), each notice delivered pursuant this paragraph (c) shall be irrevocable for such individual election notice.
(d) The Borrowers shall not be required to deliver replacement Notes to any Lender in connection with any conversion of the Acquisition Loan Commitments or Floor Plan Loan Commitments or any reversal of any such conversion, in each case, under Section 5.5(b) or (c). Following any such conversion or reversal, the amount of each Lender’s Acquisition Loan Commitment and Floor Plan Loan Commitment shall be noted on the Agent’s records, which records will be conclusive evidence thereof, absent manifest error; provided, however, that any failure by the Agent to record any such information shall not affect the obligations of the Borrowers with respect thereto in accordance with the terms of this Agreement and the Loan Documents.
(e) After giving effect to any reduction, conversion or reversal thereof pursuant to the terms of this Section 5.5, the Total Acquisition Loan Commitment shall not exceed 4020% of the Total Commitment.
(f) At the time the Commitments of any Lender are terminated or reduced pursuant to Section 5.5(a), the Company shall pay to the Agent for the account of each such Lender, the Floor Plan Loan Commitment Fees and the Acquisition Loan Commitment Fees on the amount of such terminated or reduced Commitments owed to the date of such termination or reduction.
(g) Each of the Commitments shall automatically and permanently terminate on the Maturity Date.
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Termination, Reduction or Conversion of Commitments. (a) Upon at least three (3) Business Days’ prior written The Company may, upon notice to the Administrative Agent, subject terminate the Aggregate Revolving Commitments, Aggregate New Vehicle Floorplan Commitments or the Aggregate Used Vehicle Floorplan Commitments, or from time to the terms and provisions of this Section 5.5, the Company may at any time, in whole or in part, permanently terminate or time permanently reduce the Total CommitmentAggregate Revolving Commitments, among Aggregate New Vehicle Floorplan Commitments or the Lenders in accordance with Aggregate Used Vehicle Floorplan Commitments; provided that (i) their respective Pro Rata Share any such notice shall be received by the Administrative Agent not later than 1:00 p.m. fifteen (15) days prior to the date of Floor Plan Loan Commitmentstermination or reduction, and (ii) their respective Pro Rata Share of Acquisition Loan Commitments; provided (x) any such partial reduction of the Total Commitment shall be in minimum aggregate increments of $5,000,000; (y) any such partial reduction shall be made ratably between in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Floor Plan Loan Commitment Revolving Outstandings would exceed the lesser of the Aggregate Revolving Commitments or the Revolving Borrowing Base, (iv) the Company shall not terminate or reduce the Aggregate New Vehicle Floorplan Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Acquisition Loan Commitment respectivelyNew Vehicle Floorplan Outstandings would exceed the Aggregate New Vehicle Floorplan Commitments, (v) the Company shall not terminate or reduce the Aggregate Used Vehicle Floorplan Commitments if, after giving effect thereto and pro rata among to any concurrent prepayments hereunder, the Lenders within each type Total Used Vehicle Floorplan Outstandings would exceed the lesser of Commitmentthe Aggregate Used Vehicle Floorplan Commitments or the Used Vehicle Floorplan Borrowing Base, and (zvi) no if, after giving effect to any reduction shall reduce of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Revolving Swing Line Sublimit exceeds the amount of the Total Acquisition Loan Commitment Aggregate Revolving Commitments, such Sublimit shall be automatically reduced by the amount of such excess, (vii) if, after giving effect to an amount which is less than any reduction of the Letter of Credit Obligations outstanding at such time and no reduction shall reduce Aggregate New Vehicle Floorplan Commitments, the New Vehicle Floorplan Swing Line Sublimit exceeds the amount of the Total Floor Plan Loan Commitment Aggregate New Vehicle Floorplan Commitments, such Sublimit shall be automatically reduced by the amount of such excess, (viii) if, after giving effect to an any reduction of the Aggregate Used Vehicle Floorplan Commitments, the Used Vehicle Floorplan Swing Line Sublimit exceeds the amount which is less of the Aggregate Used Vehicle Floorplan Commitments, such Sublimit shall be automatically reduced by the amount of such excess, and (ix) following any such reduction, no more than 20% of the Swing LineAggregate Floorplan Facility Commitments may be Aggregate Used Vehicle Floorplan Commitments. In connection with any such reductionreduction of the Aggregate New Vehicle Floorplan Commitments, the Floor Plan Agent New Vehicle Floorplan Swing Line Lender in its sole discretion may, or at the direction of the Required Lenders shall, may suspend and/or terminate all or any a portion of the then outstanding Drafting AgreementsPayment Commitments or Payoff Letter Commitments which shall be promptly selected by the Company, in an amount that corresponds to the size of said reduction. In addition, no The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction shall cause the Total Acquisition Loan Commitment to exceed 40% of the Total CommitmentAggregate Commitments. Subject Any reduction of the Aggregate Revolving Commitments, Aggregate New Vehicle Floorplan Commitments or Used Vehicle Floorplan Commitments shall be applied to the Company’s right to subsequent terminations Commitment of each Lender in accordance with (x) its respective Applicable Revolving Percentage, (y) its respective Applicable New Vehicle Floorplan Percentage and reductions under this paragraph (a)z) its respective Applicable Used Vehicle Floorplan Percentage, each notice delivered by as the Company pursuant to this paragraph (a) case may be. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be irrevocable for paid on the effective date of such individual election noticetermination.
(b) Subject to the terms and provisions of this Section 5.5, at At any time there exists any unused portion of the Acquisition Loan Aggregate Revolving Commitments in excess of the Total Revolving Outstandings (such excess amount being referred to as the “unused portion”), and provided that, unless otherwise approved by the Administrative Agent in its sole discretion, no Default shall have occurred and be continuing, the Company may, by delivering to the Administrative Agent and in the case of a conversion to New Vehicle Floorplan Commitments, the Company may New Vehicle Floorplan Operations Group, a Conversion Notice in substantially the form of Exhibit P not less than five days prior to the date of such conversion, request in writing the Administrative Agent and the Lenders to convert all or a part of such unused portion of the Acquisition Loan Aggregate Revolving Commitments into Floor Plan Loan Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments, provided, following such conversion, the total of the Acquisition Loan Commitments Company shall not be less than an amount equal make such conversion if, after giving effect to all such conversions to occur at such time, (i) the sum Total Revolving Outstandings would exceed the lesser of all Acquisition Loans then outstanding(x) the Revolving Borrowing Base or (y) the Aggregate Revolving Commitments, plus (ii) all Letter the aggregate amount of Credit Obligations Revolving Commitments converted to New Vehicle Floorplan Commitments or Used Vehicle Floorplan Commitments to occur at such time would exceed the lesser of (x) 20% of the Aggregate Commitments then outstanding, plus in effect or (y) the Available Unused Revolving Commitments or (iii) the Aggregate Revolving Commitments would be less than $50,000,000, provided further, following any Reserve Commitment; such conversion, (i) the percentage of each Lender’s Commitment allocated to the Revolving Credit Facility shall be equal to the percentage of each other 8484 Lender’s Commitment allocated to the Revolving Credit Facility, (ii) the percentage of each Lender’s Commitment allocated to the New Vehicle Floorplan Facility shall be equal to the percentage of each other Lender’s Commitment allocated to the New Vehicle Floorplan Facility, (iii) the percentage of each Lender’s Commitment allocated to the Used Vehicle Floorplan Facility shall be equal to the percentage of each other Lender’s Commitment allocated to the Used Vehicle Floorplan Facility, (iv) no more than 20% of the Aggregate Floorplan Facility Commitments may be allocated to the Aggregate Used Vehicle Floorplan Commitments and in (v) the commitment fee owing and accruing with respect to any Revolving Commitments converted into New Vehicle Floorplan Commitments or Used Vehicle Floorplan Commitments under this Section 2.14(b) shall be calculated at the Applicable Rate for commitment fees for New Vehicle Floorplan Commitments or Used Vehicle Floorplan Commitments, as the case may be. Following such event and following five (5) Business Days prior written notice from the Company to the AgentAdministrative Agent and, if applicable, the Floor Plan Loan New Vehicle Floorplan Operations Group, and subject to the foregoing, the Aggregate New Vehicle Floorplan Commitments or Used Vehicle Floorplan Commitments, as the case may be, shall upon such request be increased by the amount so requested by the Company, provided further that, the Aggregate Commitments after giving effect to such amount together with the Acquisition Loan Commitments conversion shall not to exceed the Total Commitment. Aggregate Commitments in effect prior to giving effect to such conversion.
(c) At any time there exists any portion of (x) the New Vehicle Floorplan Commitments in excess of the Total New Vehicle Floorplan Outstandings or (y) the Used Vehicle Floorplan Commitments in excess of the Total Used Vehicle Floorplan Outstandings (such excess amount in either of clause (x) or (y) being referred to as the “unused amount portion”), and provided that, unless otherwise approved by the Administrative Agent in its sole discretion, no Default shall have occurred and be continuing, the Company may, by delivering to the Administrative Agent a Conversion Notice in substantially the form of Exhibit P not less than five days prior to the date of such conversion, request the Administrative Agent and the Lenders to convert all or a converted part of such unused portion of the Floor Plan Loan New Vehicle Floorplan Commitments or Used Vehicle Floorplan Commitments into Aggregate Revolving Commitments, provided, the Company may request shall not make such conversion if, after giving effect thereto, (i) the Agent to reverse Total New Vehicle Floorplan Outstandings would exceed the Aggregate New Vehicle Floorplan Commitments, (ii) the Used Vehicle Floorplan Outstandings would exceed the lesser of (x) the Used Vehicle Floorplan Borrowing Base or (y) the Aggregate Used Vehicle Floorplan Commitments or (iii) Revolving Commitments would exceed 20% of the Aggregate Commitments then in effect, provided further, following any such portion thereofconversion, in whole (i) the percentage of each Lender’s Commitment allocated to the Revolving Credit Facility shall be equal to the percentage of each other Lender’s Commitment allocated to the Revolving Credit Facility, (ii) the percentage of each Lender’s Commitment allocated to the New Vehicle Floorplan Facility shall be equal to the percentage of each other Lender’s Commitment allocated to the New Vehicle Floorplan Facility, (iii) the percentage of each Lender’s Commitment allocated to the Used Vehicle Floorplan Facility shall be equal to the percentage of each other Lender’s Commitment allocated to the Used Vehicle Floorplan Facility, (iv) no more than 20% of the Aggregate Floorplan Facility Commitments may be allocated to the Aggregate Used Vehicle Floorplan Commitments and (v) the commitment fee owing and accruing with respect to any New Vehicle Floorplan Commitments or in part, and in Used Vehicle Floorplan Commitments converted into Revolving Commitments under this Section 2.14(c) shall be calculated at the Applicable Rate for commitment fees for Revolving Commitments. Following such event and following five (5) Business Days prior written notice from the Company to the AgentAdministrative Agent and subject to the foregoing, the Floor Plan Loan Commitments and the Acquisition Loan Aggregate Revolving Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any upon such conversion of Acquisition Loan Commitments into Floor Plan Loan Commitments or vice versa, the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Floor Plan Lenders, and the Acquisition Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Floor Plan Loan Commitments, which increase or decrease in the Acquisition Loan Commitments shall be allocated among the Acquisition Loan Lenders based on their Pro Rata Share of Acquisition Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (b), each notice delivered by the Company pursuant to this paragraph (b) shall be irrevocable for such individual election notice.
(c) Subject to the terms and provisions of this Section 5.5, at any time there exists any unused portion of the Floor Plan Loan Commitments, the Company may request in writing the Agent to convert up to $151,000,000 of such unused portion of the Floor Plan Loan Commitments into Acquisition Loan Commitments; provided, following such conversion, the total of the Floor Plan Loan Commitments shall not be less than an amount equal to (i) the sum of all Floor Plan Loans then outstanding, plus (ii) the sum of all Swing Line Loans then outstanding; and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments shall be increased by the amount so requested by the Company, provided further that, the Aggregate Commitments after giving effect to such amount together with the Floor Plan Loan Commitments conversion shall not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Acquisition Loan Commitments, the Company may request the Agent Aggregate Commitments in effect prior to reverse any giving effect to such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments and the Floor Plan Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Floor Plan Loan Commitments into Acquisition Loan Commitments or vice versa, the Acquisition Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Acquisition Loan Lenders, and the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Acquisition Loan Commitments, which increase or decrease in the Floor Plan Loan Commitments shall be allocated among the Floor Plan Lenders based on their Pro Rata Share of Floor Plan Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (c), each notice delivered pursuant this paragraph (c) shall be irrevocable for such individual election noticeconversion.
(d) The Borrowers shall not be required to deliver replacement Notes to any Lender in In connection with any conversion of the Acquisition Loan Commitments or Floor Plan Loan Commitments or any reversal of any such conversion, conversions and re-conversions described in each case, under Section 5.5(bclauses (b) or and (c). Following ) above, the requisite assignments of outstanding Loans shall be made in such amounts by and between the Lenders, and as directed by the Administrative Agent, to the extent necessary to keep the outstanding Revolving Committed Loans, New Vehicle Floorplan Committed Loans, or Used Vehicle Floorplan Committed Loans, as applicable, ratable with any revised Applicable Percentages with respect to the applicable Committed Loans arising from any such conversion or reversalre-conversion with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumptions but without the payment of any related assignment fee, the amount of each Lender’s Acquisition Loan Commitment and Floor Plan Loan Commitment no other documents or instruments shall be, or shall be noted on the Agent’s recordsrequired to be, executed in connection with such assignments (all of which records will be conclusive evidence thereof, absent manifest error; provided, however, that any failure by the Agent to record any such information shall not affect the obligations of the Borrowers with respect thereto in accordance with the terms of this Agreement and the Loan Documents.
(e) After giving effect to any reduction, conversion or reversal thereof pursuant to the terms of this Section 5.5, the Total Acquisition Loan Commitment shall not exceed 40% of the Total Commitment.
(f) At the time the Commitments of any Lender requirements are terminated or reduced pursuant to Section 5.5(ahereby waived), the Company shall pay to the Agent for the account of each such Lender, the Floor Plan Loan Commitment Fees and the Acquisition Loan Commitment Fees on the amount of such terminated or reduced Commitments owed to the date of such termination or reduction.
(g) Each of the Commitments shall automatically and permanently terminate on the Maturity Date.. 8585
Appears in 1 contract
Termination, Reduction or Conversion of Commitments. The Commitment of a Bank shall be deemed "unused" to the extent and in the amount such Bank is obligated to fund future Loans or Letter of Credit Obligations of any Borrower.
(a) Upon Subject to Section 3.4, upon at least three (3) Business Days’ ' prior written notice to the Agent, subject (i) the Company may at any time, in whole, permanently terminate, or from time to time, permanently reduce, the terms Increased Acquisition Loan Commitments, ratably among the Banks which have Increased Acquisition Loan Commitments outstanding; provided, however, that any partial reduction of the Increased Acquisition Loan Commitments shall be in minimum increments of One Million Dollars ($1,000,000) and provisions of this Section 5.5(ii) at any time the Increased Acquisition Loan Commitments have, in whole, been permanently terminated, the Company may at any time, in whole or in partwhole, permanently terminate terminate, or from time to time, permanently reduce reduce, the Total CommitmentCommitments, ratably among the Lenders Banks in accordance with (i) their respective Pro Rata Share of Floor Plan Loan Commitments, and (ii) their respective Pro Rata Share of Acquisition Loan Commitments; provided provided, however, that (x) any such partial reduction of the Total Commitment Commitments shall be in minimum aggregate increments of Five Million Dollars ($5,000,000) and the Total Commitments may not be reduced to less than an aggregate amount of One Hundred Million Dollars ($100,000,000) unless the Total Commitments are terminated in whole; (y) any such partial reduction shall be made ratably between the Total Floor Plan Loan Commitment Commitments and the Total Acquisition Loan Commitment Commitments of each Bank, respectively, and pro rata among the Lenders within each type of Commitment, and (z) no reduction shall reduce the amount of the Total Acquisition Loan Commitment Commitments to an amount which is less than the Letter of Credit Obligations outstanding at such time and no reduction shall reduce the amount of the Total Floor Plan Loan Commitment to an amount which is less than the Swing Line. In connection with any such reductiontime; provided further, the Floor Plan Agent in its sole discretion may, or at the direction of the Required Lenders shallBanks, shall suspend and/or terminate all or any portion of the then outstanding Drafting Agreements. In addition, no such reduction shall cause the Total Acquisition Loan Commitment to exceed 40% of the Total Commitment. Subject to the Company’s right to subsequent terminations Second Amended and reductions under this paragraph (a), each notice delivered by the Company pursuant to this paragraph (a) shall be irrevocable for such individual election notice.Restated Revolving Credit Agreement
(b) Subject to the terms and provisions of this Section 5.5, at At any time there exists any unused portion of the Acquisition Loan Commitments, the Company may request in writing the Agent to convert all or a part of such unused portion of the Acquisition Loan Commitments into to the Floor Plan Loan Commitments, provided, following such conversion, the total of Commitments and thereafter the Acquisition Loan Commitments shall not be less than in an aggregate amount equal to (i) the sum of all Acquisition Loans then outstanding, plus (ii) all Letter of Credit Obligations then outstanding, plus (iii) any Reserve Commitmentthe remaining unused portion of the Acquisition Loan Commitments after subtracting the amount thereof converted to the Floor Plan Loan Commitments; and in such event and following five (5) Business Days prior written notice from the Company to the Agentevent, the Floor Plan Loan Commitments shall shall, upon such request, be irrevocably increased by the amount so requested by the Company, such amount together with the Acquisition Loan Commitments not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Floor Plan Loan Commitments, the Company may request the Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Floor Plan Loan Commitments and the Acquisition Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Acquisition Loan Commitments into Floor Plan Loan Commitments or vice versa, the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Floor Plan Lenders, and the Acquisition Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Floor Plan Loan Commitments, which increase or decrease in the Acquisition Loan Commitments shall be allocated among the Acquisition Loan Lenders based on their Pro Rata Share of Acquisition Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (b), each notice delivered by the Company pursuant to this paragraph (b) shall be irrevocable for such individual election notice.
(c) Subject to the terms and provisions of this Section 5.5, at any time there exists any unused portion of the Floor Plan Loan Commitments, the Company may request in writing the Agent to convert up to $151,000,000 of such unused portion of the Floor Plan Loan Commitments into Acquisition Loan Commitments; provided, following such conversion, the total of the Floor Plan Loan Commitments shall not be less than an amount equal to (i) the sum of all Floor Plan Loans then outstanding, plus (ii) the sum of all Swing Line Loans then outstanding; and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments shall be increased by the amount so requested by the Company, such amount together with the Floor Plan Loan Commitments not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Acquisition Loan Commitments, the Company may request the Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments and the Floor Plan Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Floor Plan Loan Commitments into Acquisition Loan Commitments or vice versa, the Acquisition Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Acquisition Loan Lenders, and the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Acquisition Loan Commitments, which increase or decrease in the Floor Plan Loan Commitments shall be allocated among the Floor Plan Lenders based on their Pro Rata Share of Floor Plan Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (c), each notice delivered pursuant this paragraph (c) shall be irrevocable for such individual election notice.
(d) The Borrowers shall not be required to deliver replacement Notes to any Lender in connection with any conversion of the Acquisition Loan Commitments or Floor Plan Loan Commitments or any reversal of any such conversion, in each case, under Section 5.5(b) or (c). Following any such conversion or reversal, the amount of each Lender’s Acquisition Loan Commitment and Floor Plan Loan Commitment shall be noted on the Agent’s records, which records will be conclusive evidence thereof, absent manifest error; provided, however, that any failure by the Agent to record any such information shall not affect the obligations of the Borrowers with respect thereto in accordance with the terms of this Agreement and the Loan Documents.
(e) After giving effect to any reduction, conversion or reversal thereof pursuant to the terms of this Section 5.5, the Total Acquisition Loan Commitment shall not exceed 40% of the Total Commitment.
(f) At the time the Commitments of any Lender Bank are terminated or reduced pursuant to Section 5.5(a)5.5, the Company shall pay to the Agent for the account of each such LenderBank, the Floor Plan Loan Commitment Fees and the Acquisition Loan Commitment Fees on the amount of such the Commitments so terminated or reduced Commitments owed to through the date of such termination or reduction.
(gd) Each of the Commitments shall automatically and permanently terminate on the Maturity Date.
(e) In the event that any Borrower (i) issues or incurs Subordinated Indebtedness, (ii) enters into any Qualified Sale/Leaseback Transaction, and/or (iii) issues, transfers, sells, assigns, or conveys to any Person other than an Affiliate (y) all or any portion of the capital stock of any other Borrower, or (z) any equity interest (or any other interest convertible into or transferable for an equity interest) in itself or any other Borrower (collectively, "Equity"), then, in any such event the Increased Acquisition Loan Commitment (if any) of each Bank shall be reduced ratably among such Banks in accordance with their respective Increased Acquisition Loan Commitments in an aggregate, cumulative amount equal to the lesser of (A) $20,000,000, or (B) as applicable, (1) the net proceeds from the issuance or incurrence of such Subordinated Indebtedness, (2) fifty percent (50%) of the net proceeds of such Qualified Sale/Leaseback Transaction, net of any related Indebtedness of such Borrower paid in connection therewith, and (3) the net proceeds from the issuance transfer, sale, assignment or conveyance of such Equity.
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Termination, Reduction or Conversion of Commitments. (a) Upon at least three (3) Business Days’ prior written The Company may, upon notice to the AgentAdministrative Agent and the New Vehicle Swing Line Lender, subject terminate the Aggregate New Vehicle Floorplan Commitments or the Aggregate Used Vehicle Floorplan Commitments, or from time to the terms and provisions of this Section 5.5, the Company may at any time, in whole or in part, permanently terminate or time permanently reduce the Total Commitment, among Aggregate New Vehicle Floorplan Commitments or the Lenders in accordance with Aggregate Used Vehicle Floorplan Commitments; provided that (i) their respective Pro Rata Share any such notice shall be received by the Administrative Agent and the New Vehicle Swing Line Lender not later than 11:00 a.m. 30 days prior to the date of Floor Plan Loan Commitmentstermination or reduction, and (ii) their respective Pro Rata Share of Acquisition Loan Commitments; provided (x) any such partial reduction of the Total Commitment shall be in minimum aggregate increments of $5,000,000; (y) any such partial reduction shall be made ratably between in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) if, after giving effect to any reduction of the Total Floor Plan Loan Commitment and Aggregate New Vehicle Floorplan Commitments, the Total Acquisition Loan Commitment respectively, and pro rata among the Lenders within each type of Commitment, and (z) no reduction shall reduce New Vehicle Floorplan Swing Line Sublimit exceeds the amount of the Total Acquisition Loan Commitment Aggregate New Vehicle Floorplan Commitments, such Sublimit shall be automatically reduced by the amount of such excess, (iv) if, after giving effect to an amount which is less than any reduction of the Letter of Credit Obligations outstanding at such time and no reduction shall reduce Aggregate Used Vehicle Floorplan Commitments, the Used Vehicle Floorplan Swing Line Sublimit exceeds the amount of the Total Floor Plan Loan Commitment Aggregate Used Vehicle Floorplan Commitments, such Sublimit shall be automatically reduced by the amount of such excess, and (v) following any such reduction, no more than 20% of the Aggregate Commitments may be allocated to an amount which is less than the Swing LineAggregate Used Vehicle Floorplan Commitments. In connection with any such reductionreduction of the Aggregate New Vehicle Floorplan Commitments, the Floor Plan Agent New Vehicle Floorplan Swing Line Lender in its sole discretion may, or at the direction of the Required Lenders shall, may suspend and/or terminate all or any a portion of the then outstanding Drafting AgreementsPayment Commitments or Payoff Letter Commitments which shall be promptly selected by the Company, in an amount that corresponds to the size of said reduction. In addition, no The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction shall cause the Total Acquisition Loan Commitment to exceed 40% of the Total CommitmentAggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments. Subject Any reduction of the Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments shall be applied to the Company’s right Commitment of each Lender in accordance with (x) its respective Applicable New Vehicle Floorplan Percentage and (y) its respective Applicable Used Vehicle Floorplan Percentage, as the case may be. All fees and interest accrued under the New Vehicle Floorplan Facility as of the effective date of any termination of the Aggregate New Vehicle Floorplan Commitments shall be paid on the effective date of such termination; provided that, interest due and payable to subsequent terminations and reductions under this paragraph the New Vehicle Swing Line Lender (a), each notice delivered by the Company pursuant to this paragraph (ain such capacity) shall be irrevocable for due and payable pursuant to terms acceptable to the New Vehicle Swing Line Lender in its sole discretion. All fees and interest accrued under the Used Vehicle Floorplan Facility as of the effective date of any termination of the Aggregate Used Vehicle Floorplan Commitments shall be paid on the effective date of such individual election noticetermination; provided that, interest due and payable to the Used Vehicle Swing Line Lender (in such capacity), shall be due and payable pursuant to terms acceptable to the Used Vehicle Swing Line Lender in its sole discretion.
(b) Subject to the terms and provisions of this Section 5.5, at At any time there exists any unused portion of the Acquisition Loan Aggregate Used Vehicle Floorplan Commitments or the Aggregate New Vehicle Floorplan Commitments, and provided that, unless otherwise approved by the Administrative Agent in its sole discretion, no Default shall have occurred and be continuing, the Company may may, by delivering to the Administrative Agent and the New Vehicle Floorplan Operations Group a Conversion Notice in substantially the form of Exhibit R not less than three days prior to the date of such conversion, request in writing the Administrative Agent and the Lenders to convert all or a part of such unused portion of the Acquisition Loan Aggregate Used Vehicle Floorplan Commitments into Floor Plan Loan Aggregate New Vehicle Floorplan Commitments or all or a part of such unused portion of the Aggregate New Vehicle Floorplan Commitments into Aggregate Used Vehicle Floorplan Commitments, provided, (a) any such conversion of Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments shall be allocated on a pro rata basis among the Lenders holding Commitments in the Applicable Facility being converted, (b) following any such conversion, the total at least 80% of the Acquisition Loan Aggregate Floorplan Facility Commitments shall not must be less than an amount equal allocated to (i) the sum of all Acquisition Loans then outstanding, plus (ii) all Letter of Credit Obligations then outstanding, plus (iii) any Reserve Commitment; and in Aggregate New Vehicle Floorplan Commitments. Following such event and following five (5) Business Days prior written notice from the Company to the AgentAdministrative Agent and the New Vehicle Floorplan Operations Group and subject to the foregoing, the Floor Plan Loan Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments, as applicable, shall upon such request be increased by the amount so requested by the Company, such amount together with the Acquisition Loan Commitments not to exceed the Total Commitment. At any time there exists any unused amount of a converted portion of the Floor Plan Loan Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments, the Company may request the Administrative Agent and the New Vehicle Floorplan Operations Group to reverse any such portion thereofthereof by delivering a Conversion Notice in substantially the form of Exhibit R, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Floor Plan Loan Aggregate New Vehicle Floorplan Commitments and the Acquisition Loan Aggregate Used Vehicle Floorplan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion Solely for the purpose of Acquisition Loan Commitments into Floor Plan Loan Commitments or vice versa, calculating the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Floor Plan Lenders, and the Acquisition Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Floor Plan Loan Commitments, which increase or decrease in the Acquisition Loan Commitments shall be allocated among the Acquisition Loan Lenders based on their Pro Rata Share of Acquisition Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (b), each notice delivered by the Company Commitment Fee pursuant to this paragraph (b) shall be irrevocable for such individual election notice.
(c) Subject to the terms and provisions Section 2.13, any part of this Section 5.5, at any time there exists any unused portion of the Floor Plan Loan Aggregate Used Vehicle Floorplan Commitments that is converted into Aggregate New Vehicle Floorplan Commitment pursuant to this section shall still be included in the Aggregate Used Vehicle Floorplan Commitments, . In the Company may request in writing the Agent to convert up to $151,000,000 case of such unused a portion of the Floor Plan Loan Aggregate New Vehicle Floorplan Commitments that was originally New Vehicle Floorplan Commitments (i.e. it was not converted from Used Vehicle Floorplan Commitments) but which is converted into Acquisition Loan Aggregate Used Vehicle Floorplan Commitments; provided, such portion shall be included in the Used Vehicle Floorplan Commitments for purposes of calculating the Commitment Fee following such conversion; provided that if such portion is subsequently restored to Aggregate New Vehicle Floorplan Commitments, the total of the Floor Plan Loan Commitments shall not be less than an amount equal to (i) the sum of all Floor Plan Loans then outstanding, plus (ii) the sum of all Swing Line Loans then outstanding; and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments it shall be increased by the amount so requested by the Company, such amount together with the Floor Plan Loan included in New Vehicle Floorplan Commitments not to exceed the Total Commitment. At any time there exists any unused amount for purposes of a converted portion of the Acquisition Loan Commitments, the Company may request the Agent to reverse any such portion thereof, in whole or in part, and in such event and following five (5) Business Days prior written notice from the Company to the Agent, the Acquisition Loan Commitments and the Floor Plan Loan Commitments shall be restored, as applicable, in the respective amounts so requested by the Company. Upon any such conversion of Floor Plan Loan Commitments into Acquisition Loan Commitments or vice versa, the Acquisition Loan Commitments shall be increased or decreased, as the case may be, pro rata among the Acquisition Loan Lenders, and the Floor Plan Loan Commitments shall be increased or decreased, as the case may be, in an aggregate amount of the corresponding increase or decrease in the Acquisition Loan Commitments, which increase or decrease in the Floor Plan Loan Commitments shall be allocated among the Floor Plan Lenders based on their Pro Rata Share of Floor Plan Loan Commitments. Subject to the Company’s right to subsequent conversions under this paragraph (c), each notice delivered pursuant this paragraph (c) shall be irrevocable for such individual election notice.
(d) The Borrowers shall not be required to deliver replacement Notes to any Lender in connection with any conversion of the Acquisition Loan Commitments or Floor Plan Loan Commitments or any reversal of any such conversion, in each case, under Section 5.5(b) or (c). Following any such conversion or reversal, the amount of each Lender’s Acquisition Loan Commitment and Floor Plan Loan Commitment shall be noted on the Agent’s records, which records will be conclusive evidence thereof, absent manifest error; provided, however, that any failure by the Agent to record any such information shall not affect the obligations of the Borrowers with respect thereto in accordance with the terms of this Agreement and the Loan Documents.
(e) After giving effect to any reduction, conversion or reversal thereof pursuant to the terms of this Section 5.5, the Total Acquisition Loan Commitment shall not exceed 40% of the Total Commitment.
(f) At the time the Commitments of any Lender are terminated or reduced pursuant to Section 5.5(a), the Company shall pay to the Agent for the account of each such Lender, the Floor Plan Loan Commitment Fees and the Acquisition Loan Commitment Fees on the amount calculation of such terminated or reduced Commitments owed to the date of fee following such termination or reductionrestoration.
(g) Each of the Commitments shall automatically and permanently terminate on the Maturity Date.
Appears in 1 contract
Samples: Syndicated New and Used Vehicle Floorplan Credit Agreement (Sonic Automotive Inc)
