Common use of The Commitments Clause in Contracts

The Commitments. (a) (i) Subject to and upon the terms and conditions set forth herein, each and set forth in the Amendment Xx. 0, xxxx Xxx Xxxx X-0 Lender with a InitialNew Term B-2 Loan Commitment severally agrees to make a term loan or term loans (each, xxx “Initial Term B-2 Loan” and, collectively, the “Initial Term B-2 Loans”) to the Borrower on the Amendment No. 1 Effective Date, which such Term B-2 Loans (iA) shall be incurred pursuant to a single drawing on the ClosingAmendment No. 1 Effective Date, (iiB) shall be denominated in Dollars, (iiiC) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans; provided that except as otherwise specifically provided in Section 2.11(b), all Initial Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type and (iv) shallD) shall, in the case of each Lender holding a New Term B-2 Loan Commitment, be made by each such Lender in thatan aggregate principal amount whichthat does not exceed the InitialNew Term B-2 Loan Commitment of such Term B-2 Lender on the ClosingAmendment No. 1 Effective Date. Once repaid, prepaid, repurchased, refinanced or replaced, Initial Term B-2 Loans incurred hereunder may not be reborrowed.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Anvilire)

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The Commitments. (a) (i) Subject to and upon the terms and conditions set --------------- forth herein, each and set forth in the Amendment Xx. 0, xxxx Xxx Xxxx X-0 Lender Bank with a InitialNew Term B-2 Loan Commitment severally agrees to make make, on the Effective Date, a term loan or term loans (each, xxx “Initial a "Term B-2 Loan" and, collectively, the “Initial "Term B-2 Loans") to the Borrower on the Amendment No. 1 Effective DateBorrower, which such Term B-2 Loans (iAi) shall be incurred pursuant to a single drawing on the ClosingAmendment No. 1 Effective Date, (iiB) shall be denominated in Dollars, (iiiC) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Eurodollar Loans; , provided that that, except as otherwise -------- specifically provided in Section 2.11(b1.10(b), all Initial Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type Type, and (ivii) shallD) shallshall not exceed for any such Bank, in the case of each Lender holding a New Term B-2 Loan Commitment, be made by each such Lender in thatan aggregate principal amount, that amount whichthat does not exceed which equals the InitialNew Term B-2 Loan Commitment of such Term B-2 Lender Bank on the ClosingAmendment No. 1 Effective DateDate (before giving effect to the termination thereof on such date pursuant to Section 2.03(b)). Once repaid, prepaid, repurchased, refinanced or replaced, Initial Term B-2 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees to make, at any time and from time to time on and after the Effective Date and prior to the Maturity Date, a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, except as -------- otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed at any time in accordance with the provisions hereof, and (iii) shall not exceed for any such Bank at any time outstanding that aggregate principal amount which equals the Revolving Loan Commitment of such Bank at such time.

Appears in 1 contract

Samples: Credit Agreement (HMC Park Ridge LLC)

The Commitments. (a) (i) Subject to and upon the terms and conditions set forth herein, each and set forth in the Amendment Xx. 0, xxxx Xxx Xxxx X-0 Lender Bank with a InitialNew Term B-2 Loan Commitment severally agrees to make make, on the Initial Borrowing Date, a term loan or term loans (each, xxx “Initial each a "Term B-2 Loan" and, collectively, the “Initial "Term B-2 Loans") to the Borrower on the Amendment No. 1 Effective DateBorrower, which such Term B-2 Loans (iAi) shall be incurred pursuant to a single drawing on the ClosingAmendment No. 1 Effective Date, (iiB) shall be denominated in Dollars, (iiiC) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Eurodollar Loans; , provided that (A) except as otherwise specifically provided in Section 2.11(b1.10(b), all Initial Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type and (ivB) shallDno Term Loans maintained as Eurodollar Loans may be incurred prior to the earlier of (1) shall, the 30th day after the Initial Borrowing Date and (2) that date (the "Syndication Date") upon which the Agents shall have determined in their sole discretion (and shall have notified the case Borrower) that the primary syndication (and resultant addition of each Lender holding a New Term B-2 Loan Commitment, be made by each such Lender in thatan aggregate principal amount whichthat does institutions as Banks pursuant to Section 13.04(b)) has been completed and (ii) shall not exceed for any Bank that amount which equals the InitialNew Term B-2 Loan Commitment of such Term B-2 Lender Bank on the ClosingAmendment No. 1 Effective DateInitial Borrowing Date (before giving effect to any reduction thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)). Once repaid, prepaid, repurchased, refinanced or replaced, Initial Term B-2 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees, at any time and from time to time on and after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, to make (c) Subject to and upon the terms and conditions set forth herein, the Swingline Bank agrees to make, at any time and from time to time on and after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non-Defaulting Banks then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(c), the Swingline Bank shall not make any Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Bank shall have received written notice (i) of rescission of all such notices from the party or parties originally delivering such notice, (ii) of the waiver of such Default or Event of Default by the Required Banks or

Appears in 1 contract

Samples: Credit Agreement (Omniquip International Inc)

The Commitments. (a) (iA) Subject to and upon the terms and conditions set forth herein, (I) on the Restatement Effective Date, the Existing US Term Loans made by each Existing Lender to the US Borrower pursuant to the Existing Credit Agreement shall be continued, and set forth shall remain outstanding as Borrowings of term loans hereunder in the Amendment Xx. 0, xxxx Xxx Xxxx X-0 Lender an aggregate amount of 7,176,979.63 Dollars and (II) each Bank with a InitialNew an A-1 Term B-2 Loan Commitment severally agrees to make on the Restatement Effective Date a term loan or term loans (eachtogether with each of the Existing US Term Loans continued pursuant to clause (I) above, xxx “Initial each an "A-1 Term B-2 Loan” and, " and collectively, the “Initial "A-1 Term B-2 Loans") to the Borrower on the Amendment No. 1 Effective DateUS Borrower, which such A-1 Term B-2 Loans shall (iAi) shall be incurred pursuant to a single drawing on the ClosingAmendment No. 1 Effective Date, (iiB) shall be denominated made and maintained in Dollars, (iiiCii) except as hereinafter provided, shall, at the option of the US Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans; one or more Borrowings of Eurodollar Loans having such Interest Periods as are selected by the US Borrower pursuant to Section 1.09, provided that except prior to the Syndication Date, A-1 Term Loans may only be incurred and maintained as otherwise specifically provided or converted into Eurodollar Loans if the Interest Period in Section 2.11(b)respect of such Eurodollar Loans is a Pre-Syndication Interest Period, all Initial Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type and (iviii) shallD) shall, in the case of each Lender holding a New Term B-2 Loan Commitmentthose incurred pursuant to clause (II) above, be made by each such Lender not exceed for any Bank, in thatan initial aggregate principal amount, that amount whichthat does not exceed which equals the InitialNew A-1 Term B-2 Loan Commitment of such Term B-2 Lender Bank at the time of incurrence thereof (before giving effect to any reductions thereto on the ClosingAmendment No. 1 Effective Datesuch date pursuant to Section 3.03(b)). Once repaid, prepaid, repurchased, refinanced or replaced, Initial A-1 Term B-2 Loans incurred hereunder may not be reborrowed.

Appears in 1 contract

Samples: Credit Agreement (Aearo Corp)

The Commitments. (a) (i) Subject to and upon the terms and conditions set forth herein, each and set forth in the Amendment Xx. 0, xxxx Xxx Xxxx X-0 Lender with a InitialNew Term B-2 Loan Commitment severally agrees to make a term loan or term loans (each, xxx “Initial each a "Term B-2 Loan" and, collectively, the “Initial "Term B-2 Loans") to the Borrower on the Amendment No. 1 Effective Datein an amount equal to such Lender's Term Loan Percentage, which such Term B-2 Loans (iAi) shall be incurred pursuant to a single drawing on the ClosingAmendment No. 1 Effective Initial Borrowing Date, (iiBii) shall be denominated in Dollars, (iiiCiii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Eurodollar Loans; , provided that (A) except as otherwise specifically provided in Section 2.11(b1.10(b), all Initial Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type Type, and (B) unless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans are subject to an Interest Period of one month which begins and ends on the same day with the first such Interest Period to begin no sooner than three Business Days after the Initial Borrowing Date, and (iv) shallD) shall, in the case of each Lender holding a New Term B-2 Loan Commitment, shall be made by each such Lender in thatan that aggregate principal amount whichthat which does not exceed the InitialNew Term B-2 Loan Commitment of such Term B-2 Lender on the ClosingAmendment No. 1 Effective Initial Borrowing Date. Once repaid, prepaid, repurchased, refinanced or replaced, Initial Term B-2 Loans incurred hereunder may not be reborrowed.

Appears in 1 contract

Samples: First Lien Credit Agreement (RCN Corp /De/)

The Commitments. (a) On the Restatement Effective Date, (x) the Loans of each Lender shall consist of the Loans of each Lender in the principal amount of such Lender’s pro rata percentage of $550,000,000 and (y) (i) Subject each Lender whose outstanding Loans are less than its Commitment will make such Loans in an amount equal to such difference and (ii) each Lender whose outstanding Loans are greater than its Commitment will be prepaid in an amount equal to such difference. (b) From and after the Restatement Effective Date, subject to and upon the terms and conditions set forth herein, each and set forth in the Amendment Xx. 0, xxxx Xxx Xxxx X-0 Lender with a InitialNew Term B-2 Loan Commitment severally agrees to make make, at any time and from time to time, a term revolving loan or term revolving loans (each, xxx a Initial Term B-2 Loan” and, collectively, the “Initial Term B-2 Loans”) to the Borrower on the Amendment No. 1 Effective DateBorrower, which such Term B-2 Loans (iAi) shall be incurred pursuant to a single drawing on the ClosingAmendment No. 1 Effective Datebear interest in accordance with Section 2.07, (iiBii) shall be denominated in Dollars, (iiiCiii) except as hereinafter providedmay be repaid and reborrowed in accordance with the provisions hereof, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans; provided that except as otherwise specifically provided in Section 2.11(b), all Initial Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type and (iv) shallD) shall, in the case of each Lender holding a New Term B-2 Loan Commitment, be made by each shall not exceed for any such Lender in thatan at any time that aggregate principal amount whichthat does not exceed outstanding which, when added to such Lender’s Percentage of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the InitialNew Term B-2 Loan proceeds of, and simultaneously with the incurrence of, the respective incurrence of Loans) at such time, equals the Commitment of such Term B-2 Lender on at such time and (v) shall not exceed for all Lenders at any time that outstanding aggregate principal amount which, when added to the ClosingAmendment No. 1 Effective Date. Once repaidamount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, prepaidand simultaneously with the incurrence of, repurchasedthe respective incurrence of Loans) at such time, refinanced or replaced, Initial Term B-2 Loans incurred hereunder may not be reborrowedequals the Total Commitment at such time.

Appears in 1 contract

Samples: Credit Agreement (General Maritime Corp / MI)

The Commitments. (a) (i) Subject to and upon the terms and conditions set forth herein, each and set forth in the Amendment Xx. 0, xxxx Xxx Xxxx X-0 Lender Bank with a InitialNew Term B-2 Loan Commitment severally agrees to make a term loan or term loans (each, xxx “Initial each a "Term B-2 Loan" and, collectively, the “Initial "Term B-2 Loans") to the Borrower, which Term Loans (i) shall be incurred by the Borrower on the Amendment No. 1 Effective Date, which such Term B-2 Loans (iA) shall be incurred pursuant to a single drawing on the ClosingAmendment No. 1 Effective Initial Borrowing Date, (iiBii) shall be denominated in Dollars, (iiiC) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Eurodollar Loans; , provided that that, except as otherwise specifically provided in Section 2.11(b1.10(b), all Initial Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type Type, and (iviii) shallD) shall, in the case of each Lender holding a New Term B-2 Loan Commitment, shall be made by each such Lender Bank in thatan that aggregate principal amount whichthat which does not exceed the InitialNew Term B-2 Loan Commitment of such Term B-2 Lender Bank on the ClosingAmendment No. 1 Effective DateInitial Borrowing Date (before giving effect to the termination thereof on such date pursuant to Section 3.03(b)). Once repaid, prepaid, repurchased, refinanced or replaced, Initial Term B-2 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees to make, at any time and from time to time on and after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any such Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all such Banks at any time outstanding that aggregate principal amount which, when added to the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with 3 the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time. (c) Subject to and upon the terms and conditions set forth herein, the Swingline Bank agrees to make, at any time and from time to time on and after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(c), (x) the Swingline Bank shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless the Swingline Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Bank's risk with respect to the Defaulting Bank's or Banks' participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' RL Percentage of the outstanding Swingline Loans and (y) the Swingline Bank shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Banks stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Bank shall have received written notice (I) of rescission of all such notices from the party or parties originally delivering such notice or (II) of the waiver of such Default or Event of Default by the Required Banks. (d) On any Business Day, the Swingline Bank may, in its sole discretion, give notice to the RL Bxxxx xxxt the Swingline Bank's outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all RL Bxxxx xxx rata based on each RL Bank's RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly by the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. Each RL Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date

Appears in 1 contract

Samples: Credit Agreement (Scot Inc)

The Commitments. (a) (i) Subject to and upon the terms and conditions set forth herein, each and set forth in the Amendment Xx. 0, xxxx Xxx Xxxx X-0 Lender Bank with a InitialNew Tranche A Term B-2 Loan Commitment severally agrees to make on the Effective Date a term loan or (each such term loans (eachloan, xxx “Initial a "Tranche A Term B-2 Loan" and, collectively, the “Initial "Tranche A Term B-2 Loans") to the Borrower on the Amendment No. 1 Effective DateBorrower, which such Tranche A Term B-2 Loans (iAi) shall be incurred pursuant to made and initially maintained as a single drawing on the ClosingAmendment No. 1 Effective Date, (iiB) shall be denominated in Dollars, (iiiC) except as hereinafter provided, shall, at the option Borrowing of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans(subject to the option to convert such Tranche A Term Loans pursuant to Section 1.07); provided that that, except as otherwise specifically provided in Section 2.11(b1.11(b), all Initial Tranche A Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type Type, and (ivii) shallD) shallshall equal for each Bank, in the case of each Lender holding a New Term B-2 Loan Commitment, be made by each such Lender in thatan initial aggregate principal amount, an amount whichthat does not exceed which equals the InitialNew Tranche A Term B-2 Loan Commitment of such Term B-2 Lender Bank on the ClosingAmendment No. 1 Effective DateDate (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a)). Once repaid, prepaid, repurchased, refinanced or replaced, Initial Tranche A Term B-2 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche B Term Loan Commitment severally agrees to make on the Effective Date a term loan (each such term loan, a "Tranche B Term Loan" and, collectively, the "Tranche B Term Loans") to the Borrower, which Tranche B Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche B Term Loans pursuant to Section 1.07); provided that, except as otherwise specifically provided in Section 1.11(b), all Tranche B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Tranche B Term Loan Commitment of such Bank on the Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment ("Revolving Loan Banks") severally agrees, at any time and from time to time on and after the Effective Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that except as otherwise specifically provided in Section 1.11(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and provided further that if made on the Effective Date or the three subsequent Business Days, as Base Rate Loans (subject to the option to convert such Revolving Loans pursuant to Section 1.07), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (y) such Bank's Adjusted Percentage and (z) the aggregate amount of all Letter of Credit Outstandings plus all Swingline Loans then outstanding (exclusive of Unpaid Drawings and Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the amount of all Swingline Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, the Total Revolving Loan Commitment then in effect. (d) Subject to and upon the terms and conditions set forth herein, BTCo agrees to make at any time and from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a loan or loans to the Borrower (each, a "Swingline Loan" and, collectively, the "Swingline Loans"), which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans or Revolving Loans) at such time, an amount equal to the Total Revolving Loan Commitment then in effect and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. BTCo shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless BTCo has entered into arrangements satisfactory to it and the Borrower to eliminate BTCo's risk with respect to each Bank's (including any Defaulting Bank's) participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Percentage of the outstanding Swingline Loans. BTCo will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as BTCo shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Banks. (e) On any Business Day, BTCo may, in its sole discretion, give notice to the Revolving Loan Banks and the Borrower that all outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Revolving Loan Banks pro rata based on each Bank's Percentage, and the proceeds thereof shall be applied directly to repay BTCo for such outstanding Swingline Loans. Each Revolving Loan Bank hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount of each Borrowing pursuant to Section 1.03 otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing and (v) any reduction in the Total Revolving Loan Commitment after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Loan Bank (other than BTCo) hereby agrees that it shall forthwith purchase from BTCo (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be necessary to cause the Revolving Loan Banks to share in such Swingline Loans ratably based upon their respective Percentages; provided that all interest payable on the Swingline Loans shall be for the account of BTCo until the date the respective assignment is purchased and, to the extent attributable to the purchased assignment, shall be payable to the Bank purchasing same from and after such date of purchase.

Appears in 1 contract

Samples: Credit Agreement (Appliance Warehouse of America Inc)

The Commitments. (a) (i) Subject to and upon the terms and conditions set forth herein, each Bank severally agrees, at any time and set forth in from time to time on and after the Amendment Xx. 0Effective Date and prior to the Conversion Date, xxxx Xxx Xxxx X-0 Lender with a InitialNew Term B-2 Loan Commitment severally agrees to make a term revolving loan or term revolving loans (each, xxx “Initial Term B-2 a "Revolving Loan" and, collectively, the “Initial Term B-2 "Revolving Loans") to the Borrower on the Amendment No. 1 Effective DateBorrower, which such Term B-2 Revolving Loans (iAi) shall be incurred pursuant to a single drawing on the ClosingAmendment No. 1 Effective Date, (iiB) shall be denominated in Dollars, (iiiC) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Eurodollar Loans; , provided that that, except as otherwise specifically provided in Section 2.11(b1.10(b), all Initial Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed at any time in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which equals the Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which equals the lesser of (x) the Total Commitment at such time and (y) the Borrowing Base at such time. (b) Subject to and upon the terms and conditions set forth herein, the Borrower and each Bank agree that, at 9:00 A.M. (New York time) on the Conversion Date, the aggregate principal amount of Revolving Loans owing to such Bank and outstanding at such time shall (unless such Revolving Loans have been declared (or have become) due and payable pursuant to this Agreement), without any notice or action by any party hereto, automatically convert to and thereafter constitute Term B-2 Loans owing to such Bank hereunder. The Term Loans of any Bank (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type and (ivii) shallD) shall, shall not exceed in initial principal amount for such Bank an amount which equals the case of each Lender holding a New Term B-2 Loan Commitment, be made by each such Lender in thatan aggregate principal amount whichthat does not exceed the InitialNew Term B-2 Loan Commitment of Revolving Loans owed to such Term B-2 Lender on the ClosingAmendment No. 1 Effective DateBank and outstanding immediately prior to such conversion. Once repaid, prepaid, repurchased, refinanced or replaced, Initial Term B-2 Loans incurred hereunder may not be reborrowed.

Appears in 1 contract

Samples: Credit Agreement (Host Marriott Corp/Md)

The Commitments. (a) (i) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees, at any time and set forth in from time to time on and after the Amendment Xx. 0Effective Date and prior to the Maturity Date, xxxx Xxx Xxxx X-0 Lender with a InitialNew Term B-2 Loan Commitment severally agrees to make a term revolving loan or term revolving loans (each, xxx a Initial Term B-2 Revolving Loan” and, collectively, the “Initial Term B-2 Revolving Loans”) to the Borrower on the Amendment No. 1 Effective DateBorrowers, which such Term B-2 Revolving Loans (iAi) shall be incurred pursuant to a single drawing on the ClosingAmendment No. 1 Effective Datejoint and several obligations of each of the Borrowers, (iiBii) shall be denominated in Dollars, (iiiCiii) except as hereinafter provided, shall, at the option of the Borrower, Borrowers be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Eurodollar Loans; , provided that (A) except as otherwise specifically provided in Section 2.11(b1.10(b), all Initial Term B-2 Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) unless the Administrative Agent has otherwise determined in its sole discretion that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Effective Date, Revolving Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans are subject to an Interest Period (which, unless the Administrative Agent otherwise agrees in its sole discretion, may not begin prior to the 5th Business Day following the Effective Date) of one month which begins and ends on the same day, (iv) shallDmay be repaid and reborrowed in accordance with the provisions hereof, (v) shall, in the case of each shall not exceed for any Lender holding a New Term B-2 Loan Commitment, be made by each such Lender in thatan at any time outstanding that aggregate principal amount whichthat does not exceed which, when added to the InitialNew Term B-2 Loan product of (x) such Lender’s Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Commitment of such Term B-2 Lender at such time and (vi) shall not exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Commitment at such time. (b) Subject to and upon the terms and conditions herein set forth, the Swingline Lender agrees to make at any time and from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrowers, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Total Commitment at such time, (iv) shall not exceed at any time outstanding the Maximum Swingline Amount and (v) shall be the joint and several obligations of each of the Borrowers. Notwithstanding anything to the contrary contained in this Section 1.01(b), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrowers to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Lenders’ Percentage of the outstanding Swingline Loans and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrowers or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the ClosingAmendment Noimmediately succeeding Business Day by the Lenders (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) prorata based on each Lender’s Percentage (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. 1 Effective Date. Once repaid, prepaid, repurchased, refinanced or replaced, Initial Term B-2 Each Lender hereby irrevocably agrees to make Revolving Loans incurred hereunder upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be reborrowedmade on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the Borrowers), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Percentages (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

Appears in 1 contract

Samples: Credit Agreement (Furniture Brands International Inc)

The Commitments. (a) (i) Subject to and upon the terms and conditions set forth herein, each and set forth in the Amendment Xx. 0, xxxx Xxx Xxxx X-0 Lender with a InitialNew an A Term B-2 Loan Commitment severally agrees to make a term loan or term loans (each, xxx “Initial an "A Term B-2 Loan" and, collectively, the “Initial "A Term B-2 Loans") to the Borrower on the Amendment No. 1 Effective DateBorrower, which such A Term B-2 Loans (iAi) shall be incurred pursuant to a single drawing on the ClosingAmendment No. 1 Effective Initial Borrowing Date, (iiBii) shall be denominated in Dollars, (iiiCiii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Eurodollar Loans; , provided that (A) except as otherwise specifically provided in Section 2.11(b1.10(b), all Initial A Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type Type, and (B) unless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, A Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding B Term Loans and Revolving Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one month which begins and ends on the same day, and (iv) shallD) shall, in the case of each Lender holding a New Term B-2 Loan Commitment, shall be made by each such Lender in thatan that aggregate principal amount whichthat which does not exceed the InitialNew A Term B-2 Loan Commitment of such Term B-2 Lender on the ClosingAmendment No. 1 Effective DateInitial Borrowing Date (before giving effect to the termination thereof pursuant to Section 3.03(b)). Once repaid, prepaid, repurchased, refinanced or replaced, Initial A Term B-2 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a B Term Loan Commitment severally agrees to make a term loan or term loans (each, a "B Term Loan" and, collectively, the "B TERM LOANS") to the Borrower, which B Term Loans (i) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, B Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding A Term Loans and

Appears in 1 contract

Samples: Credit Agreement (Nuco2 Inc /Fl)

The Commitments. (a) (i) Subject to and upon the terms and conditions set forth herein, (a) each and set forth in the Amendment Xx. 0, xxxx Xxx Xxxx X-0 Lender with a InitialNew Term B-2 Bridge Loan Initial Commitment severally agrees to make a bridge term loan or bridge term loans (the “Bridge Loans” and each, xxx individually, a Bridge Loan”), on the Initial Term B-2 Loan” andBorrowing Date, collectively, the “Initial Term B-2 Loans”and (b) each Lender with a Bridge Loan Delayed Draw Commitment severally agrees to make a Bridge Loan on not more than two occasions to the Borrower Borrowers on the Amendment Noa Delayed Draw Borrowing Date. 1 Effective Date, which such Term B-2 The Bridge Loans (iA) shall be incurred pursuant to a single drawing on the ClosingAmendment No. 1 Effective Date, (iiBi) shall be denominated in Dollars, (iiiCii) except as hereinafter provided, shall, at the option of the BorrowerBorrowers, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans; , provided that except as otherwise specifically provided in Section 2.11(b2.10(b), all Initial Term B-2 Bridge Loans comprising the same Borrowing shall at all times be of the same Type Type, and (iviii) shallD) shall, in the case of each Lender holding a New Term B-2 Loan Commitment, shall be made by each such Lender in thatan an aggregate principal amount whichthat that does not exceed the InitialNew Term B-2 Bridge Loan Commitment of such Term B-2 Lender on the ClosingAmendment No. 1 Effective Initial Borrowing Date. Once repaid, prepaid, repurchased, refinanced or replaced, Initial Term B-2 Bridge Loans incurred hereunder may not be reborrowed.

Appears in 1 contract

Samples: Credit Agreement (WESTMORELAND COAL Co)

The Commitments. (a) (i) Subject to and upon the terms and conditions set forth herein, each and set forth in the Amendment Xx. 0, xxxx Xxx Xxxx X-0 Lender Bank with a InitialNew an A Term B-2 Loan Commitment severally agrees to make make, on the Initial Borrowing Date, a term loan or term loans (each, xxx “Initial an "A Term B-2 Loan" and, collectively, the “Initial "A Term B-2 Loans") to the Borrower on the Amendment No. 1 Effective DateBorrower, which such A Term B-2 Loans (iAi) shall be incurred made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Base Rate Loans pursuant to Section 1.06) and (ii) shall not exceed for any Bank, in initial aggregate principal amount, that amount which equals the A Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)). Once repaid, A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a single drawing B Term Loan Commitment severally agrees to make, on the ClosingAmendment No. 1 Effective Initial Borrowing Date, a term loan (iiBeach, a "B Term Loan" and, collectively, the "B Term Loans") to the Borrower, which B Term Loans (i) shall be denominated made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Base Rate Loans pursuant to Section 1.06) and (ii) shall not exceed for any Bank, in Dollarsinitial aggregate principal amount, that amount which equals the B Term Loan Commitment of such Bank on such date (iiiCbefore giving effect to any reductions thereto on such date pursuant to Section 3.03(c)(i) except as hereinafter providedbut after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(c)(ii)). Once repaid, B Term Loans incurred hereunder may not be reborrowed. 9 (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Capital Expenditure Loan Commitment severally agrees to make, at any time and from time to time after the Initial Borrowing Date and prior to the Capital Expenditure Loan Conversion Date, a loan or loans (each, a "Capital Expenditure Loan" and, collectively, the "Capital Expenditure Loans") to the Borrower, which Capital Expenditure Loans (i) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Eurodollar Loans; provided that (x) except as otherwise specifically provided in Section 2.11(b1.10(b), all Initial Term B-2 Capital Expenditure Loans comprising the same Borrowing shall at all times be of the same Type and (ivy) shallDno Eurodollar Loans may be incurred prior to the Syndication Termination Date and (ii) shall, in the case of each Lender holding a New Term B-2 Loan Commitment, be made by each such Lender in thatan shall not exceed for any Bank at any time outstanding that aggregate principal amount whichthat does not exceed which equals the InitialNew Term B-2 Available Capital Expenditure Loan Commitment of such Term B-2 Lender Bank at such time (before giving effect to any reductions thereto on the ClosingAmendment No. 1 Effective Datesuch date pursuant to Section 3.03(d)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(d)(ii)). Once repaid, prepaid, repurchased, refinanced or replaced, Initial Term B-2 Capital Expenditure Loans incurred hereunder may be reborrowed prior to the Capital Expenditure Loan Conversion Date in accordance with the provisions hereof. (d) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees at any time and from time to time after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, to make a loan or loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that (x) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (y) no Eurodollar Loans may be incurred prior to the Syndication Termination Date, (ii) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Percentage and (y) the sum of the aggregate amount of (I) all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Available Revolving Loan Commitment of such Bank at such time. (e) Subject to and upon the terms and conditions set forth herein, the Swingline Bank agrees to make at any time and from time to time after the Initial Borrowing Date and prior to the Swingline Expiry Date, a loan or loans (each a "Swingline Loan," and collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with (x) the aggregate principal amount of all Revolving Loans then outstanding and (y) the amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Available Revolving Loan Commitment at such (f) On any Business Day, the Swingline Bank may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day from all Banks with a Revolving Loan Commitment (without giving effect to any terminations and/or reductions thereto pursuant to the last paragraph of Section 10) pro rata on the basis of their respective Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 5 or 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Loan Commitment or the Total Available Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be reborrowed.made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Bank such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Percentages (determined before

Appears in 1 contract

Samples: Credit Agreement (Video Update Inc)

The Commitments. (a) (i) Subject to and upon the terms and conditions set forth herein, each and set forth in the Amendment Xx. 0, xxxx Xxx Xxxx X-0 Lender with a InitialNew Multiple Draw I Sub-Tranche A Term B-2 Loan Commitment severally agrees to make a term loan or term loans (each, xxx “Initial each a "Multiple Draw I Sub-Tranche A Term B-2 Loan" and, collectively, the “Initial "Multiple Draw I Sub-Tranche A Term B-2 Loans") to the Borrower, which Multiple Draw I Sub-Tranche A Term Loans (i) may only be incurred by the Borrower on the Amendment No. 1 Effective Date, which such Term B-2 Loans (iA) shall be incurred pursuant to a single drawing on the ClosingAmendment No. 1 Effective Initial Borrowing Date, (iiBii) shall be denominated in Dollars, (iiiC) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Eurodollar Loans; , provided that that, (A) except as otherwise specifically provided in Section 2.11(b1.10(b), all Initial Multiple Draw I Sub-Tranche A Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type and (ivB) shallDno Multiple Draw I Sub-Tranche A Term Loans maintained as Eurodollar Loans may be incurred prior to the earlier of (1) shall, in the case of each Lender holding a New Term B-2 Loan Commitment, 90th day following the Initial Borrowing Date and (2) the Syndication Date and (iii) shall be made by each such Lender in thatan that aggregate principal amount whichthat which does not exceed the InitialNew Multiple Draw I Sub-Tranche A Term B-2 Loan Commitment of such Term B-2 Lender on the ClosingAmendment No. 1 Effective DateInitial Borrowing Date (before giving effect to any reduction thereto on such date pursuant to Section 3.03(b)). Once repaid, prepaid, repurchased, refinanced or replaced, Initial Multiple Draw I Sub-Tranche A Term B-2 Loans incurred hereunder may not be reborrowed.

Appears in 1 contract

Samples: Credit Agreement (Pagemart Wireless Inc)

The Commitments. (a) (i) Subject to and upon the terms and conditions set forth herein, each and set forth in the Amendment Xx. 0, xxxx Xxx Xxxx X-0 Lender with a InitialNew Term B-2 Loan Commitment severally agrees to make made a term loan or term loans denominated in Dollars (each, xxx a Initial Term B-2 Loan” and, collectively, the “Initial Term B-2 Loans”) to the Borrower Borrower, which Term Loans on the Amendment NoInitial Borrowing Date in an aggregate principal amount equal to the Term Loan Commitment of such Term Lender on the Initial Borrowing Date (determined before giving effect on the Initial Borrowing Date to the termination thereof on such date pursuant to Section 3.03(a)). 1 Effective Once repaid, Term Loans incurred hereunder may not be re-borrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees to make, at any time and from time to time after the Initial Borrowing Date, a revolving loan or revolving loans (each, a “Revolving Loan”, collectively, the “Revolving Loans”) to the Borrower, which such Term B-2 Revolving Loans (iA) shall be incurred pursuant to a single drawing on the ClosingAmendment No. 1 Effective Date, (iiBi) shall be denominated in Dollars, (iiiCii) except as hereinafter provided, shall, at may be repaid and re-borrowed in accordance with the option of provisions hereof prior to the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans; provided that except as otherwise specifically provided in Section 2.11(b), all Initial Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type Maturity Date and (iviii) shallD) shall, in the case of each Lender holding a New Term B-2 Loan Commitment, be made by each shall not exceed for any such Lender in thatan at any time outstanding an aggregate principal amount whichthat does not exceed which equals the InitialNew Term B-2 Revolving Loan Commitment of such Term B-2 Lender on the ClosingAmendment No. 1 Effective Date. Once repaid, prepaid, repurchased, refinanced or replaced, Initial Term B-2 Loans incurred hereunder may not be reborrowedat such time.

Appears in 1 contract

Samples: Credit Agreement (Diamond S Shipping Inc.)

The Commitments. (a) (i) Subject to and upon the terms and conditions set forth herein, each and set forth in the Amendment Xx. 0, xxxx Xxx Xxxx X-0 Lender Bank with a InitialNew an A Term B-2 Loan Commitment severally agrees to make make, at any time and from time to time on and after the Initial Borrowing Date and on or prior to the A Term Loan Commitment Termination Date, a term loan or term loans (each, xxx “Initial an "A Term B-2 Loan" and, collectively, the “Initial "A Term B-2 Loans") to the Borrower on the Amendment No. 1 Effective DateBorrower, which such A Term B-2 Loans (iAi) shall be incurred pursuant to a single drawing on the ClosingAmendment No. 1 Effective Date, (iiB) shall be denominated in Dollars, (iiiC) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Eurodollar Loans; provided that (x) except as otherwise specifically provided in Section 2.11(b1.10(b), all Initial A Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type and (ivy) shallDno Eurodollar Loans may be incurred prior to the Syndication Termination Date and (ii) shallshall not exceed for any Bank, in the case of each Lender holding a New Term B-2 Loan Commitment, be made by each such Lender in thatan initial aggregate principal amount, that amount whichthat does not exceed which equals the InitialNew A Term B-2 Loan Commitment of such Term B-2 Lender Bank on the ClosingAmendment No. 1 Effective Datesuch date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) or 3.03(b)(ii) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(iii) or 3.03(b)(iv)). Once repaid, prepaid, repurchased, refinanced or replaced, Initial A Term B-2 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a B Term Loan Commitment severally agrees to make, on the Initial Borrowing Date, a term loan (each, a "B Term Loan" and, collectively, the "B Term Loans") to the Borrower, which B Term Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that (x) except or otherwise specifically provided in Section 1.10(b), all B Term Loans comprising the same Borrowing shall at all times be of the same Type and (y) no Eurodollar Loans may be incurred prior to the Syndication Termination Date and (ii) shall not exceed for any Bank, in initial aggregate principal amount, that amount which equals the B Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(c)(i) or 3.03(c)(ii) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(c)(iii)). Once repaid, B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees at any time and from time to time after the date on which the Total A Term Loan Commitment has been reduced to zero and prior to the Revolving Loan Maturity Date, to make a loan or loans (each a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that (x) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (y) no Eurodollar Loans may be incurred prior to the Syndication Termination Date, (ii) may be repaid and reborrowed in accordance with the provisions hereof and (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) and (II) the aggregate principal amount of all Swingline Loans then outstanding (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans), equals the Revolving Loan Commitment of such Bank at such time. (d) Subject to and upon the terms and conditions herein set forth, the Swingline Bank agrees to make at any time and from time to time after the date on which the Total Term Loan Commitment has been reduced to zero and prior to the Swingline Expiry Date, a loan or loans to the Borrower (each a "Swingline Loan," and collectively, the "Swingline Loans"), which Swingline Loans (i) shall be made and maintained as Base Rate Loans; (ii) may be repaid and reborrowed in accordance with the provisions hereof; (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of (x) all Revolving Loans then outstanding and (y) all Letter of Credit Outstandings at such time (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans), an amount equal to the Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Total Revolving Loan Commitment on such date); and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. The Swingline Bank shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless the Swingline Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Bank's risk with respect to the Defaulting Bank's or Banks' participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Percentage of the outstanding Swingline Loans. The Swingline Bank shall not make any Swingline Loan after receiving a written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Bank shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice, (ii) the waiver of such Default or Event of Default by the Required Banks, (iii) the Administrative Agent in good faith believes that such Default or Event of Default has ceased to exist or (iv) the consent of the Required Banks to make Swingline Loans notwithstanding the existence of such Default or Event of Default. (e) On any Business Day, the Swingline Bank may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans, provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10, in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day from all Banks with a Revolving Loan Commitment (without giving effect to any terminations and/or reductions thereto pursuant to the last paragraph of Section 10) pro rata on the basis of their respective Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) any reduction in the Total Revolving Loan Commitment after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Bank (without recourse or warranty) such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10); provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Bank until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay the Swingline Bank interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

Appears in 1 contract

Samples: Credit Agreement (Ubiquitel Inc)

The Commitments. (a) (i) Subject to and upon the terms and conditions set forth herein, each and set forth in the Amendment Xx. 0, xxxx Xxx Xxxx X-0 Lender Bank with a InitialNew Term B-2 Loan Commitment severally agrees (A) in the case of each Continuing Bank, to make convert into Term Loans (as hereinafter defined), on the Restatement Effective Date, Original Tranche A Term Loans made by such Continuing Bank pursuant to the Original Credit Agreement and outstanding on the Restatement 9 Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Tranche A Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)), and/or (B) to make, on the Restatement Effective Date, a term loan or term loans (each, xxx “Initial a "Term B-2 Loan" and, collectively, the “Initial "Term B-2 Loans") to the Borrower on the Amendment No. 1 Effective DateBorrower, which such Term B-2 Loans (iAi) shall be incurred pursuant to a single drawing on the ClosingAmendment No. 1 Effective Date, (iiB) shall be denominated in Dollars, (iiiC) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Eurodollar Loans; , provided that that, except as otherwise specifically provided in Section 2.11(b1.10(b), all Initial Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type and (ivii) shallD) shallshall be made by each Bank in that initial aggregate principal amount (which, in the case of each Lender holding a New Term B-2 Loan CommitmentContinuing Bank, be made by each such Lender in thatan aggregate shall include the principal amount whichthat does not exceed of Term Loans converted pursuant to clause (A) above) as is equal to the InitialNew Term B-2 Loan Commitment of such Term B-2 Lender Bank on the ClosingAmendment No. 1 Effective Datesuch date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)). Once repaid, prepaid, repurchased, refinanced or replaced, Initial Term B-2 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees, at any time and from time to time on and after the Restatement Effective Date and prior to the Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Bank in its individual capacity agrees to make at any time and from time to time on and after the Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non-Defaulting Banks then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv) shall not exceed at any time outstanding the Maximum Swingline Amount and (v) shall not be extended if the Swingline Bank receives a written notice from any Agent or the Required Banks that has not been rescinded that there is a Default or an Event of Default in existence hereunder. (d) On any Business Day, the Swingline Bank may, in its sole discretion, give notice to the other Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to

Appears in 1 contract

Samples: Credit Agreement (Howmet Corp /New/)

The Commitments. (a) (i) Subject to and upon the terms and conditions set forth herein, each and set forth in the Amendment Xx. 0, xxxx Xxx Xxxx X-0 Lender Bank with a InitialNew Tranche A Term B-2 Loan Commitment severally agrees to make make, on the Initial Borrowing Date, a term loan or term loans (each, xxx “Initial a "Tranche A Term B-2 Loan" and, collectively, the “Initial "Tranche A Term B-2 Loans") to the Borrower on the Amendment No. 1 Effective DateBorrower, which such Tranche A Term B-2 Loans (iAi) shall be incurred made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche A Term Loans pursuant to a single drawing on the ClosingAmendment No. 1 Effective Date, Section 1.06) and (iiBii) shall be denominated made by each Bank in Dollarsthat initial aggregate principal amount as is equal to the Tranche A Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)). Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed. (iiiCb) except Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche B Term Loan Commitment severally agrees to make, on the Initial Borrowing Date, a term loan (each, a "Tranche B Term Loan" and, collectively, the "Tranche B Term Loans") to the Borrower, which Tranche B Term Loans (i) shall be made and initially maintained as hereinafter provideda single Borrowing of Base Rate Loans (subject to the option to convert such Tranche B Term Loans pursuant to Section 1.06) and (ii) shall be made by each Bank in that initial aggregate principal amount as is equal to the Tranche B Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(c)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(c)(ii)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees, at any time and from time to time after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Eurodollar Loans; provided , PROVIDED that (A) except as otherwise specifically provided in Section 2.11(b1.10(b), all Initial Term B-2 Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (ivB) shallDno Revolving Loans maintained as Eurodollar Loans may be incurred prior to the earlier of (1) shallthe 5th day after the Initial Borrowing Date and (2) the Syndication Date, (ii) may be repaid and reborrowed in accordance with the case of each Lender holding a New Term B-2 Loan Commitmentprovisions hereof, be made by each such Lender in thatan (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount whichthat does not exceed which, when added to the InitialNew Term B-2 product of (x) such Bank's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Term B-2 Lender Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (w) the amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, (x) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, (y) the principal amount of Indebtedness outstanding pursuant to Section 9.04 (xi) and (z) the Foreign Loan Amount at such time, equals the Total Revolving Loan Commitment at such time. (d) Subject to and upon the terms and conditions herein set forth, the Swingline Bank in its individual capacity agrees to make at any time and from time to time on and after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when added to (w) the aggregate principal amount of all Revolving Loans made by Non-Defaulting Banks then outstanding, (x) the Letter of Credit Outstandings at such time, (y) the Foreign Loan Amount at such time and (z) the principal amount of Indebtedness outstanding pursuant to Section 9.04 (xi), an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv) shall not exceed at any time outstanding the Maximum Swingline Amount and (v) shall not be extended if the Swingline Bank receives a written notice from the Administrative Agent or the Required Banks that has not been rescinded that there is a Default or an Event of Default in existence hereunder. (e) On any Business Day, the Swingline Bank may, in its sole discretion, give notice to the other Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the ClosingAmendment Noimmediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro RATA based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be paid directly to the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. 1 Effective Date. Once repaid, prepaid, repurchased, refinanced or replaced, Initial Term B-2 Each such Bank hereby irrevocably agrees to make Revolving Loans incurred hereunder upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be reborrowedmade on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Bank such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), PROVIDED that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Bank until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay the Swingline Bank interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

Appears in 1 contract

Samples: Credit Agreement (Generac Portable Products Inc)

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The Commitments. (a) (i) Subject to and upon the terms and conditions set forth herein, each and set forth in the Amendment Xx. 0, xxxx Xxx Xxxx X-0 Lender with a InitialNew B-1 Term B-2 Loan Commitment severally agrees to make make, at par and any time and from time to time on or after the Initial Borrowing Date and on or prior to the Merger Closing Date, a term loan or term loans (each, xxx together with any term loan resulting from the B-1 Conversion, a Initial B-1 Term B-2 Loan” and, collectively, the “Initial B-1 Term B-2 Loans”) to the Borrower on the Amendment No. 1 Effective DateBorrower, which such B-1 Term B-2 Loans (iA) shall be incurred pursuant to a single drawing on the ClosingAmendment No. 1 Effective Date, (iiBx) shall be denominated in Dollars, (iiiCy) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Eurodollar Loans; , provided that (A) except as otherwise specifically provided in Section 2.11(b2.10(b), all Initial B-1 Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type and (ivB) shallDall B-1 Term Loans made on the Initial Borrowing Date shall be incurred as Base Rate Loans, and (z) shallshall not be incurred on any date occurring prior to the Merger Closing Date if, in after giving effect to the case making of each Lender holding a New the respective B-1 Term B-2 Loans and the related reductions to the Total B-1 Term Loan CommitmentCommitment pursuant to Section 4.03(b)(x), be made by each such Lender in thatan aggregate principal amount whichthat does not the B-1 Blocked Amount would exceed the InitialNew then remaining Total B-1 Term B-2 Loan Commitment of such Term B-2 Lender on the ClosingAmendment No. 1 Effective Date. Once repaid, prepaid, repurchased, refinanced or replaced, Initial Term B-2 Loans incurred hereunder may not be reborrowed.Loan

Appears in 1 contract

Samples: Credit Agreement (CF Industries Holdings, Inc.)

The Commitments. (a) (i) Subject to and upon the terms and conditions set forth herein, each and set forth in the Amendment Xx. 0, xxxx Xxx Xxxx X-0 Lender with a InitialNew an Initial Tranche B-1 Term B-2 Loan Commitment severally agrees to make a term loan or term loans (each, xxx an “Initial Tranche B-1 Term B-2 Loan” and, collectively, the “Initial Tranche B-1 Term B-2 Loans”) to the Borrower on the Amendment No. 1 Effective DateBorrower, which such Initial Tranche B-1 Term B-2 Loans (iAi) shall be incurred pursuant to a single drawing on the ClosingAmendment No. 1 Effective Closing Date, (iiBii) shall be denominated in Dollars, (iiiCiii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans; provided that except as otherwise specifically provided in Section 2.11(b2.10(b), all Initial Tranche B-1 Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type and (iv) shallD) shall, in the case of each Lender holding a New Term B-2 Loan Commitment, shall be made by each such Lender in thatan that aggregate principal amount whichthat which does not exceed the InitialNew Initial Tranche B-1 Term B-2 Loan Commitment of such Term B-2 Lender on the ClosingAmendment No. 1 Effective Closing Date. Once repaid, prepaid, repurchased, refinanced or replaced, Initial Tranche B-1 Term B-2 Loans incurred hereunder may not be reborrowed.

Appears in 1 contract

Samples: Credit Agreement (Dynegy Inc.)

The Commitments. (a) (i) On the Closing Date, certain Lenders made Initial Term Loans to the Borrowers, which Initial Term Loans (i) were incurred by the Borrowers pursuant to a single drawing on the Closing Date, (ii) were denominated in U.S. Dollars, (iii) were and shall be, except as hereinafter provided, at the option of the Lead Borrower, incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type. (a) Subject to and upon the terms and conditions set forth herein, and in Amendment No. 1, each and set forth in the Amendment Xx. 0, xxxx Xxx Xxxx X-0 Lender with a InitialNew an Initial Term B-2 Loan Commitment severally agrees to make a term loan or term loans (each, xxx “an Initial Term B-2 Loan” and, collectively, the “Loan or Initial Term B-2 Loans”) Loans to the Borrower on the Amendment No. 1 Effective DateBorrowers, which such Initial Term B-2 Loans (iAi) shall be incurred by the Borrowers pursuant to a single drawing on the ClosingAmendment No. 1 Effective Date, (iiBii) shall be denominated in U.S. Dollars, (iiiCiii) except shall except, as hereinafter provided, shall, at the option of the Lead Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBOR LIBO Rate Term Loans; , provided that except as otherwise specifically provided in Section 2.11(b2.10(b), all Initial Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type Type, and (iv) shallD) shall, in the case of each Lender holding a New Term B-2 Loan Commitment, shall be made by each such Lender in thatan that aggregate principal amount whichthat which does not exceed the InitialNew Initial2017 Additional Term B-2 Loan Commitment of such Term B-2 Lender on the ClosingAmendment No. 1 Effective DateDate (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, prepaid, repurchased, refinanced or replaced, Initial Term B-2 Loans may not be reborrowed. All Borrowers shall be jointly and severally liable as borrowers for all Term Loans regardless of which Borrower receives the proceeds thereof. (b) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Borrowers, which Incremental Term Loans (i) shall be incurred hereunder pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of the Lead Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (iv) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Samples: First Lien Term Loan Credit Agreement (PAE Inc)

The Commitments. (a) (i) On the Closing Date, certain Lenders made Initial Term Loans to the Borrowers, which Initial Term Loans (i) were incurred by the Borrowers pursuant to a single drawing on the Closing Date, (ii) were denominated in U.S. Dollars, (iii) were and shall be, except as hereinafter provided, at the option of the Lead Borrower, incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type. (a) Subject to and upon the terms and conditions set forth herein, and in Amendment No. 1, each and set forth in the Amendment Xx. 0, xxxx Xxx Xxxx X-0 Lender with a InitialNew an Initial Term B-2 Loan Commitment severally agrees to make a term loan or term loans (each, xxx “an Initial Term B-2 Loan” and, collectively, the “Loan or Initial Term B-2 Loans”) Loans to the Borrower on the Amendment No. 1 Effective DateBorrowers, which such Initial Term B-2 Loans (iAi) shall be incurred by the Borrowers pursuant to a single drawing on the ClosingAmendment No. 1 Effective Date, (iiBii) shall be denominated in U.S. Dollars, (iiiCiii) shall except as hereinafter provided, shall, at the option of the Lead Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBOR LIBO Rate Term Loans; , provided that except as otherwise specifically provided in Section 2.11(b2.10(b), all Initial Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type Type, and (iv) shallD) shall, in the case of each Lender holding a New Term B-2 Loan Commitment, shall be made by each such Lender in thatan that aggregate principal amount whichthat which does not exceed the InitialNew Initial2017 Additional Term B-2 Loan Commitment of such Term B-2 Lender on the ClosingAmendment No. 1 Effective DateDate (before giving effect to the termination thereof pursuant to Section 4.02(a)). Once repaid, prepaid, repurchased, refinanced or replaced, Initial Term B-2 Loans may not be reborrowed. All Borrowers shall be jointly and severally liable as borrowers for all Term Loans regardless of which Borrower receives the proceeds thereof. (b) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Borrowers, which Incremental Term Loans (i) shall be incurred hereunder pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of the Lead Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (iv) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the termination thereof on such date pursuant to Section 4.02(b)). Once repaid, Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Samples: Second Lien Term Loan Credit Agreement (PAE Inc)

The Commitments. (a) (i) Subject to to, and upon the terms and conditions set forth herein, each and set forth in the Amendment Xx. 0, xxxx Xxx Xxxx X-0 Lender Bank with a InitialNew Term B-2 Loan Commitment severally agrees to make make, on the Initial Borrowing Date, a single term loan or term loans (each, xxx “Initial a "Term B-2 Loan" and, collectively, the “Initial "Term B-2 Loans") to the Borrower on the Amendment No. 1 Effective DateBorrower, which such Term B-2 Loans Loans: (iAi) shall be incurred made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Base Rate Loans pursuant to Section 2.06); and (ii) shall not exceed for any Bank, in initial aggregate principal amount, that amount which equals the Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 4.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 4.03(b)(ii)). (b) Subject to, and upon the terms and conditions set forth herein, each Bank with a single drawing on Revolving Loan Commitment severally agrees at any time and from time to time after the ClosingAmendment No. 1 Effective Initial Borrowing Date and prior to the Revolving Loan Maturity Date, to make a loan or loans (iiBeach a "Revolving Loan" and, collectively, the "Revolving Loans") shall be denominated in Dollarsto the Borrower, which Revolving Loans: (iiiCi) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Eurodollar Loans; provided that except as otherwise specifically provided in Section 2.11(b2.10(b), all Initial Term B-2 Revolving Loans comprising the same Borrowing shall at all times be of the same Type Type; (ii) may be repaid and reborrowed in accordance with the provisions hereof; (iviii) shallD) shall, in the case of each Lender holding a New Term B-2 Loan Commitment, be made by each such Lender in thatan shall not exceed for any Bank at any time outstanding that aggregate principal amount whichthat does not exceed which, when added to the InitialNew Term B-2 product of (x) such Bank's Percentage and (y) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of, Revolving Loans) at such time, equals the Revolving Loan Commitment of such Term B-2 Lender on Bank at such time; and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the ClosingAmendment No. 1 Effective Date. Once repaidamount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, prepaidand simultaneously with the incurrence of, repurchasedthe respective incurrence of Revolving Loans) at such time, refinanced or replaced, Initial Term B-2 Loans incurred hereunder may not be reborrowedequals the lesser of (a) the Borrowing Base then in effect and (b) the Total Revolving Loan Commitment at such time.

Appears in 1 contract

Samples: Credit Agreement (Scovill Holdings Inc)

The Commitments. (a) (i) Subject to and upon the terms and conditions set forth hereinherein (including Section 1.14), each and Lender with a B Term Loan Commitment severally agrees that it shall be deemed to have made, on the Escrow Release Date (if same occurs before the Deadline as set forth in the Amendment Xx. 0Escrow Agreement), xxxx Xxx Xxxx X-0 Lender with a InitialNew Term B-2 Loan Commitment severally agrees to make a term loan or term loans (each, xxx “Initial each a "B Term B-2 Loan" and, collectively, the “Initial "B Term B-2 Loans") to the Borrower in an amount equal to such B Term Loan Lender's B Term Loan Percentage of the aggregate amount of funds deposited in the Escrow Account on the Amendment No. 1 Effective DateEscrow Deposit Date as contemplated by Section 1.14, which such B Term B-2 Loans (iAi) shall be incurred by the Borrower pursuant to a single drawing incurrence on the ClosingAmendment No. 1 Effective DateEscrow Release Date for the purposes described in Section 7.08(a), (iiBii) shall be denominated in U.S. Dollars, (iiiCiii) except as hereinafter hereafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Eurodollar Loans; , provided that (A) except as otherwise specifically provided in Section 2.11(b1.10(b), all Initial B Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type and (B) unless the Agents otherwise agree in their respective sole discretion or the Agents have determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), (x) prior to the third Business Day after the Escrow Deposit Date, B Term Loans may only be incurred and maintained as Base Rate Loans and (y) thereafter, and until the 90th day after the Escrow Deposit Date, B Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans, so long as all such outstanding Eurodollar Loans, together with all outstanding Revolving Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one month which begins and ends on the same day and (iv) shallD) shall, in the case of each Lender holding a New Term B-2 Loan Commitment, be made by each such Lender in thatan aggregate principal amount whichthat does shall not exceed for any Lender, that amount which equals the InitialNew B Term B-2 Loan Commitment of such Term B-2 Lender as in effect on the ClosingAmendment NoEscrow Release Date. 1 Effective Notwithstanding anything to the contrary contained above, if the Borrower has selected a one month Interest Period for the determination of interest pursuant to Section 7 of the Escrow Agreement which Interest Period, in accordance with its terms, will expire after the Initial Borrowing Date, then all B Term Loans incurred on the Initial Borrowing Date shall be Eurodollar Loans with an Interest Period which terminates on the last day of the Interest Period so selected, and then in existence, pursuant to the Escrow Agreement until the termination thereof (with the applicable Eurodollar Rate as determined for such Interest Period for purposes of the Escrow Agreement to continue to be applicable until the end of such Interest Period, while the pricing shall otherwise be determined in accordance with the relevant requirements of this Agreement). Once repaid, prepaid, repurchased, refinanced or replaced, Initial B Term B-2 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees to make, at any time and from time to time on and after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each a "Revolving Loan" and, collectively, the "Revolving Loans"), to the Borrower, which Revolving Loans (i) shall be denominated in U.S. Dollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) unless the Agents otherwise agree in their respective sole discretion or the Agents have determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), (x) prior to the third Business Day after the Escrow Deposit Date, Revolving Loans may only be incurred and maintained as Base Rate Loans and (y) thereafter, and until the 90th day after the Escrow Deposit Date, Revolving Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans, so long as all such Eurodollar Loans, together with all outstanding B Term Loans that are maintained as Eurodollar Loans, are subject to an Interest Period of one month which begins and ends on the same day, (iii) may be repaid and reborrowed in accordance with the provisions hereof and (iv) shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof would cause the Individual RL Exposure of such Lender to exceed the amount of its Revolving Loan Commitment at such time. (c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender, in its individual capacity, agrees to make at any time and from time to time on and after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be denominated in U.S. Dollars, (ii) shall be incurred and maintained as Base Rate Loans, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time and (v) shall not exceed at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(c), (I) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangement satisfactory to the Swingline Lender to eliminate the Swingline Lender's risk with respect to the Defaulting Lender's or Defaulting Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Defaulting Lenders' RL Percentage of the outstanding Swingline Loans and (II) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party, the Administrative Agent or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (d) On any Business Day on or after the Initial Borrowing Date, the Swingline Lender may, in its sole discretion, give notice to the RL Lenders that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all RL Lenders pro rata based on each such RL Lender's RL Percentage (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10), and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 5.02 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or such RL Lender's Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code or any other bankruptcy, reorganization, dissolution, insolvency, receivership, liquidation or similar law with respect to the Borrower), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing RL Lender shall be required to pay the Swingline Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

Appears in 1 contract

Samples: Credit Agreement (Moore Corporation LTD)

The Commitments. (a) (i) Subject to and upon the terms and conditions set forth herein, each and set forth in the Amendment Xx. 0, xxxx Xxx Xxxx X-0 Lender Bank with a InitialNew Tranche A-1 Term B-2 Loan Commitment severally agrees to make make, on the Initial Borrowing Date, a term loan or term loans (each, xxx “Initial each a "Tranche A-1 Term B-2 Loan" and, collectively, the “Initial "Tranche A-1 Term B-2 Loans") to the Borrower on the Amendment No. 1 Effective DateBorrower, which such Tranche A-1 Term B-2 Loans (iAi) shall be incurred pursuant to a single drawing on the ClosingAmendment No. 1 Effective Date, (iiB) shall be denominated in Dollars, (iiiC) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, as and/or converted into, into Base Rate Loans or LIBOR Eurodollar Loans; , provided that that, except as otherwise specifically provided in Section 2.11(b1.10(b), all Initial Tranche A-1 Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type and (ivii) shallD) shall, in the case of each Lender holding a New Term B-2 Loan Commitment, shall be made by each such Lender Bank in thatan that initial aggregate principal amount whichthat does not exceed as is equal to the InitialNew Tranche A-1 Term B-2 Loan Commitment of such Term B-2 Lender Bank on the ClosingAmendment No. 1 Effective Datesuch date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a)). Once repaid, prepaid, repurchased, refinanced or replaced, Initial Tranche A-1 Term B-2 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche A-2 Term Loan Commitment severally agrees to make, from time to time on or after the Initial Borrowing Date and on or prior to the Tranche A-2 Term Loan Commitment Termination Date, a term loan or term loans (each a "Tranche A-2 Term Loan" and, collectively, the "Tranche A-2 Term Loans") to the Borrower, which Tranche A-2 Term Loans (i) shall, at the option of the Borrower, be incurred and maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 1.10(b), all Tranche A-2 Term Loans comprising the same Borrowing shall at all times be of the same Type and (ii) made by each Bank on a given Tranche A-2 Term Loan Borrowing Date shall not exceed, in principal amount, the amount of such Bank's Tranche A-2 Term Loan Commitment on such date (before giving effect to any reductions thereto pursuant to Section 3.03(b)(i) or (ii) but after giving effect to any reductions thereto on or prior to such date pursuant to Sections 3.03(b)(iii)). Once repaid, Tranche A-2 Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche A-3 Term Loan Commitment severally agrees to make, on the Initial Borrowing Date,

Appears in 1 contract

Samples: Credit Agreement (JCC Holding Co)

The Commitments. (a) (i) Subject to and upon the terms and conditions set forth herein, each and set forth in the Amendment Xx. 0, xxxx Xxx Xxxx X-0 Lender with a InitialNew an A Term B-2 Loan Commitment severally agrees to make make, on the Initial Borrowing Date, a term loan or term loans (each, xxx “Initial each an "A Term B-2 Loan" and, collectively, the “Initial "A Term B-2 Loans") to the Borrower on the Amendment No. 1 Effective DateBorrower, which such A Term B-2 Loans (iAi) shall be incurred pursuant to a single drawing on the ClosingAmendment No. 1 Effective Date, (iiB) shall be denominated in Dollars, (iiiC) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Eurodollar Loans; , provided that (A) except as otherwise specifically provided in Section 2.11(b1.10(b), all Initial A Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type and (B) until the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), A Term Loans may only be incurred and maintained as Base Rate Loans or, if Interest Periods of one week are available in accordance with the relevant provisions of Section 1.09, Eurodollar Loans with one-week Interest Periods, (ii) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (iii) shall be denominated in Dollars and (iv) shallD) shall, in the case of each Lender holding a New Term B-2 Loan Commitment, be made by each such Lender in thatan aggregate principal amount whichthat does shall not exceed (A) for any Lender, that amount which equals the InitialNew A Term B-2 Loan Commitment of such Term B-2 Lender as in effect on the ClosingAmendment No. 1 Effective DateInitial Borrowing Date (after giving effect to any termination thereof pursuant to Section 3.03(a), but before giving effect to the termination thereof on such date pursuant to Section 3.03(b)) and (B) for all Lenders, the Total A Term Loan Commitment as in effect on the Initial Borrowing Date (after giving effect to any termination thereof pursuant to Section 3.03(a), but before giving effect to the termination thereof on such date pursuant to Section 3.03(b)). Once repaid, prepaid, repurchased, refinanced or replaced, Initial A Term B-2 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a B Term Loan Commitment severally agrees to make, on the Initial Borrowing Date, a term loan or term loans (each a "B Term Loan" and, collectively, the "B Term Loans") to the Borrower, which B Term Loans (i) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all B Term Loans comprising the same Borrowing shall at all times be of the same Type and (B) until the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), B Term Loans may only be incurred and maintained as Base Rate Loans or, if Interest Periods of one week are available in accordance with the relevant provisions of Section 1.09, Eurodollar Loans with one-week Interest Periods, (ii) shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (iii) shall be denominated in Dollars and (iv) shall not exceed (A) for any Lender, that amount which equals the B Term Loan Commitment of such Lender as in effect on the Initial Borrowing Date (after giving effect to any termination thereof pursuant to Section 3.03(a), but before giving effect to the termination thereof on such date pursuant to Section 3.03(c)) and (B) for all Lenders, the Total B Term Loan Commitment as in effect on the Initial Borrowing Date (after giving effect to any termination thereof pursuant to Section 3.03(a), but before giving effect to the termination thereof on such date pursuant to Section 3.03(c)). Once repaid, B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees, at any time and from time to time on and after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) until the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), Revolving Loans may only be incurred and maintained as Base Rate Loans or, if Interest Periods of one week are available in accordance with the relevant provisions of Section 1.09, Eurodollar Loans with one-week Interest Periods, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall be denominated in Dollars and (iv) shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when added to the sum of such Lender's Revolving Percentage of (x) all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time and (iv) shall not exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to (x) the amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time. In addition, the Revolving Lenders shall be required to fund, as Revolving Loans, their respective shares of Mandatory Borrowings in accordance with the requirements of Section 1.01(e) hereof. (d) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees to make at any time and from time to time after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when added to (x) the aggregate principal amount of all Revolving Loans then outstanding, and (y) the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) at such time, an amount equal to the Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Total Revolving Loan Commitment on such date), (iv) shall not exceed in the aggregate at any time outstanding the Maximum Swingline Amount and (v) shall not be extended if the Swingline Lender receives a written notice from the Administrative Agent or the Required Lenders (and such notice has not been rescinded) that there is a Default or an Event of Default in existence hereunder. Notwithstanding anything to the contrary contained above, the Swingline Lender shall not be required to make any Swingline Loans at any time when a Lender Default is in existence, unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender's risk with respect to the Defaulting Lender's (or Defaulting Lenders') share of Mandatory Borrowings which would be required to be made if said Swingline Loans were to be funded with one or more Borrowings of Revolving Loans pursuant to Section 1.01(e), including by cash collateralizing such Defaulting Lender's (or Defaulting Lenders') Revolving Percentage (or Revolving Percentages) of such Swingline Loan or Swingline Loans. (e) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving Lenders that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Revolving Lenders pro rata based on each such Lender's Revolving Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be paid directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each such Revolving Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Revolving Loan Commitment of any Lender at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause such Lenders to share in such Swingline Loans ratably based upon their respective Revolving Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

Appears in 1 contract

Samples: Credit Agreement (Flowers Foods Inc)

The Commitments. (a) (i) Subject to and upon the terms and conditions set forth herein, each and set forth in the Amendment Xx. 0, xxxx Xxx Xxxx X-0 Lender with a InitialNew an Initial Term B-2 Loan Commitment severally agrees to make a term loan or term loans (each, xxx each an “Initial Term B-2 Loan” and, collectively, the “Initial Term B-2 Loans”) to the Borrower on the Amendment No. 1 Effective DateBorrower, which such Initial Term B-2 Loans Loans: (iAi) shall be incurred pursuant to a single drawing to be made on the ClosingAmendment No. 1 Effective Date, Redemption Date for the purposes described in Section 8.08(a)(i); (iiBii) shall be denominated in Dollars; (iii) shall not exceed for any Lender, in initial principal amount for the Initial Term Loans being made by such Lender on the Redemption Date, that amount which equals the Initial Term Loan Commitment of such Lender as in effect on the Redemption Date (iiiCbefore giving effect to any reduction thereto on such date pursuant to Section 3.03(b)); and (iv) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Eurodollar Loans; , provided that that, (A) except as otherwise specifically provided in Section 2.11(b1.10(b), all Initial Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type Type, and (ivB) shallDunless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shallshall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, Initial Term Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding Revolving Loans that are maintained as Eurodollar Loans, are subject to an Interest Period (which, unless the Administrative Agent otherwise agrees in its sole discretion, may not begin prior to the case fifth Business Day after the Initial Borrowing Date) of each Lender holding a New Term B-2 Loan Commitment, be made by each such Lender in thatan aggregate principal amount whichthat does not exceed the InitialNew Term B-2 Loan Commitment of such Term B-2 Lender one month which begins and ends on the ClosingAmendment No. 1 Effective Datesame day. Once repaid, prepaid, repurchased, refinanced or replaced, Initial Term B-2 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans: (i) shall be denominated in Dollars; (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and (B) unless either the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, Revolving Loans may only be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans, together with all outstanding Initial Term Loans that are maintained as Eurodollar Loans, are subject to an Interest Period (which, unless the Administrative Agent otherwise agrees in its sole discretion, may not begin prior to the fifth Business Day after the Initial Borrowing Date) of one month which begins and ends on the same day; (iii) may be repaid and reborrowed in accordance with the provisions hereof; and (iv) shall not exceed for any such Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender’s RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time. (c) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans: (i) shall be incurred and maintained as Base Rate Loans; (ii) shall be denominated in Dollars; (iii) may be repaid and reborrowed in accordance with the provisions hereof; (iv) shall not exceed in aggregate principal amount at any time outstanding, when added to the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time; and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(c), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to an RL Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ RL Percentage of the outstanding Swingline Loans, and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party, the Administrative Agent or the Required Lenders stating that (x) one or more of the conditions specified in Section 5 or 7 are not then satisfied, (y) the making of such Swingline Loans would violate this Section 1.01(c), or (z) a Default or an Event of Default exists and is continuing, until such time as the Swingline Lender shall have received (A) in the case of a notice of the type described in preceding clause (x), (y) or (z), written notice of rescission of all such notices (I) that any such condition specified in Sections 5 and 7 are not then satisfied, (II) that the making of such Swingline Loans would violate this Section 1.01(c) or (III) of Default or Event of Default, as the case may be, from the party or parties originally delivering such notice or notices or (B) in the case of a notice of the type described in preceding clause (z), written notice of the waiver of such Default or Event of Default by the Required Lenders. (d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RL Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all RL Lenders (other than the Swingline Lender) pro rata based on each such RL Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing RL Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. (e) Subject to Section 1.14, the other terms and conditions set forth herein and the relevant Incremental Commitment Agreement, each Lender with an Incremental Term Loan Commitment severally agrees to make a term loan or term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Borrower, which Incremental Term Loans: (i) only may be incurred on one or more Incremental Term Loan Borrowing Dates (which dates, in any event (x) shall not be earlier than the later of (A) the Syndication Date and (B) the Initial TL Commitment Termination Date and (y) shall not be later than the Revolving Loan Maturity Date); (ii) except as hereafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Incremental Term Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Incremental Term Loans of the same Type; (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Incremental Term Loan Commitment of such Lender (as set forth in the relevant Incremental Commitment Agreement) on the respective Incremental Term Loan Borrowing Date; and (iv) shall not at any time exceed, when added to the aggregate amount of Incremental Revolving Loan Commitments theretofore provided pursuant to Section 1.14 and the respective Incremental Commitment Agreement, $100,000,000 in aggregate principal amount for all Incremental Term Loans made by all Incremental Lenders pursuant to this Agreement and the various Incremental Commitment Agreements. Once repaid, Incremental Term Loans may not be reborrowed.

Appears in 1 contract

Samples: Credit Agreement (Nash Finch Co)

The Commitments. (a) (i) Subject to and upon the terms and conditions set forth herein, each and set forth in the Amendment Xx. 0, xxxx Xxx Xxxx X-0 Lender with a InitialNew Tranche A Term B-2 Loan Commitment severally agrees to make a term loan or term loans (each, xxx “Initial each a "Tranche A Term B-2 Loan" and, collectively, the “Initial "Tranche A Term B-2 Loans") to the Borrower, which Tranche A Term Loans (i) only may be incurred by the Borrower on the Amendment No. 1 Effective Date, which such Term B-2 Loans (iA) shall be incurred pursuant to a single drawing on the ClosingAmendment No. 1 Effective Initial Borrowing Date, (iiBii) shall be denominated in Dollars, (iiiC) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Eurodollar Loans; , provided that that, (A) except as otherwise specifically provided in Section 2.11(b1.10(b), all Initial Tranche A Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type and (ivB) shallDunless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shallshall no longer be applicable), in (x) on or prior to July 30, 1999, all Tranche A Term Loans shall be incurred and maintained as Base Rate Loans and (y) thereafter, no more than three Borrowings of Tranche A Term Loans to be maintained as Eurodollar Loans may be incurred prior to the case 28th day after the Initial Borrowing Date (each of which Borrowings of Eurodollar Loans may only have an Interest Period of seven days, and the first of which Borrowings may only be made on or before August 6, 1999, and with each Lender holding a New Term B-2 Loan Commitmentsuch Borrowing made thereafter to be made only on the last day of the Interest Period of the immediately preceding Borrowing), and (iii) shall be made by each such Lender in thatan that aggregate principal amount whichthat which does not exceed the InitialNew Tranche A Term B-2 Loan Commitment of such Term B-2 Lender on the ClosingAmendment No. 1 Effective DateInitial Borrowing Date (before giving effect to the termination thereof on such date pursuant to Section 3.03(b)). Once repaid, prepaid, repurchased, refinanced or replaced, Initial Tranche A Term B-2 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a Tranche B Term Loan Commitment severally agrees to make a term loan or term loans (each a "Tranche B Term Loan" and, collectively, the "Tranche B Term Loans") to the Borrower, which Tranche B Term Loans (i) only may be incurred on the Initial Borrowing Date, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, (A) except as otherwise specifically provided in Section 1.10(b), all Tranche B Term Loans comprising the same Borrowing shall at all times be of the same Type and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), (x) on or prior to July 30, 1999, all Tranche B Term Loans shall be incurred and maintained as Base Rate Loans and (y) thereafter, no more than three Borrowings of Tranche B Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 28th day after the Initial Borrowing Date (each of which Borrowings of Eurodollar Loans (A) may only have the same Interest Period as is then permitted for a Borrowing of Tranche A Term Loans that are maintained as Eurodollar Loans and (B) shall begin and end on the same day as a Borrowing of Tranche A Term Loans that are maintained as Eurodollar Loans), and (iii) shall be made by each such Lender in that aggregate principal amount which does not exceed the Tranche B Term Loan Commitment of such Lender on the Initial Borrowing Date (before giving effect to the termination thereof or such date pursuant to Section 3.03(c)). (c) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), (x) on or prior to July 30, 1999, all Revolving Loans shall be incurred and maintained as Base Rate Loans and (y) thereafter, no more than three Borrowings of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 28th day after the Initial Borrowing Date (each of which Borrowings of Eurodollar Loans (A) may only have the same Interest Period as is then permitted for a Borrowing of Tranche A Term Loans that are maintained as Eurodollar Loans and (B) shall begin and end on the same day as a Borrowing of Tranche A Term Loans that are maintained as Eurodollar Loans), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any such Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender's RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time, and (iv) shall not exceed for all such Lenders at any time outstanding that aggregate principal amount which, when added to the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time. (d) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time, and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(d), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender's risk with respect to the Defaulting Lender's or Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Lenders' RL Percentage of the outstanding Swingline Loans and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (e) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RL Lenders that the Swingline Lender's outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all RL Lenders pro rata based on each such RL Lender's RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing RL Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

Appears in 1 contract

Samples: Credit Agreement (Infousa Inc)

The Commitments. (a) (i) Subject to and upon the terms and conditions set forth herein, each and set forth in the Amendment Xx. 0, xxxx Xxx Xxxx X-0 Lender Bank with a InitialNew Tranche A Term B-2 Loan Commitment severally agrees to make on the Effective Date a term loan or (each such term loans (eachloan, xxx “Initial a "Tranche A Term B-2 Loan" and, collectively, the “Initial "Tranche A Term B-2 Loans") to the Borrower on the Amendment No. 1 Effective DateBorrower, which such Tranche A Term B-2 Loans (iAi) shall be incurred pursuant to made and initially maintained as a single drawing on the ClosingAmendment No. 1 Effective Date, (iiB) shall be denominated in Dollars, (iiiC) except as hereinafter provided, shall, at the option Borrowing of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans(subject to the option to convert such Tranche A Term Loans pursuant to Section 1.07); provided that that, except as otherwise specifically provided in Section 2.11(b1.11(b), all Initial Tranche A Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type Type, and (ivii) shallD) shallshall equal for each Bank, in the case of each Lender holding a New Term B-2 Loan Commitment, be made by each such Lender in thatan initial aggregate principal amount, an amount whichthat does not exceed which equals the InitialNew Tranche A Term B-2 Loan Commitment of such Term B-2 Lender Bank on the ClosingAmendment No. 1 Effective DateDate (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a)). Once repaid, prepaid, repurchased, refinanced or replaced, Initial Tranche A Term B-2 Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche B Term Loan Commitment severally agrees to make on the Effective Date a term loan (each such term loan, a "Tranche B Term Loan" and, collectively, the "Tranche B Term Loans") to the Borrower, which Tranche B Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche B Term Loans pursuant to Section 1.07); provided that, except as otherwise specifically provided in Section 1.11(b), all Tranche B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Tranche B Term Loan Commitment of such Bank on the Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment ("Revolving Loan Banks") severally agrees, at any time and from time to time on and after the Effective Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that except as otherwise specifically provided in Section 1.11(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and provided further that if made on the Effective Date or the three subsequent Business Days, as Base Rate Loans (subject to the option to convert such Revolving Loans pursuant to Section 1.07), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (y) such Bank's Adjusted Percentage and (z) the aggregate amount of all Letter of Credit Outstandings plus all Swingline Loans then outstanding (exclusive of Unpaid Drawings and Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the amount of all Swingline Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, the Total Revolving Loan Commitment then in effect. (d) Subject to and upon the terms and conditions set forth herein, BTCo agrees to make at any time and from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a loan or loans to the Borrower (each, a "Swingline Loan" and, collectively, the "Swingline Loans"), which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans or Revolving Loans) at such time, an amount equal to the Total Revolving Loan Commitment then in effect and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. BTCo shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless BTCo has entered into arrangements satisfactory to it and the Borrower to eliminate BTCo's risk with respect to each Bank's (including any Defaulting Bank's) participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Percentage of the outstanding Swingline Loans. BTCo will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as BTCo shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Banks. (e) On any Business Day, BTCo may, in its sole discretion, give notice to the Revolving Loan Banks and the Borrower that all outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Revolving Loan Banks pro rata based on each Bank's Percentage, and the proceeds thereof shall be applied directly to repay BTCo for such outstanding Swingline Loans. Each Revolving Loan Bank hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount of each Borrowing pursuant to Section 1.03 otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing and (v) any reduction in the Total Revolving Loan Commitment after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Loan Bank (other than BTCo) hereby agrees that it shall forthwith purchase from BTCo (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be necessary to cause the Revolving Loan Banks to share in such Swingline Loans ratably based upon their respective Percentages; provided that all interest payable on the Swingline Loans shall be for the account of BTCo until the date the respective assignment is purchased and, to the extent attributable to the purchased assignment, shall be payable to the Bank purchasing same from and after such date of purchase.

Appears in 1 contract

Samples: Credit Agreement (Coinmach Corp)

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