Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit. (b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 6 contracts
Samples: Credit Agreement (Vine Energy Inc.), Credit Agreement (Vine Energy Inc.), Credit Agreement (Vine Resources Inc.)
Voluntary Reduction of Commitments. (a) Upon at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Notice Office (which notice the Administrative Agent’s Office Agent shall promptly transmit to each Lender), the Borrower shall have the right, without premium or penalty, to terminate the unutilized portion of the Revolving Commitments and/or, the Swing Line Commitment, as the case may be, in part or in whole; provided that (i) any such voluntary termination of the Revolving Commitments shall apply proportionately to, and shall permanently reduce, the Revolving Commitments of each Revolving Lender; (ii) any partial voluntary reduction of the Revolving Commitments pursuant to this Section 4.1 shall be in the amount of at least $10,000,000 and integral multiples of $5,000,000 in excess of that amount and (iii) any such voluntary termination of the Revolving Commitment shall occur simultaneously with a voluntary prepayment, pursuant to Section 4.3 such that the total of the Revolving Commitments shall not be reduced below the sum of the Assigned Dollar Value of the aggregate principal amount of outstanding Revolving Loans, Swing Line Loans and LC Obligations plus any Overdraft Reserve.
(b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to terminate the entire Revolving Commitment of such Lender, so long as (i) the Borrower repays all Loans, together with accrued and unpaid interest, fees and all other amounts, due and owing to such Lender pursuant to Section 4.3(b) concurrently with the effectiveness of such termination at which time Schedule 1.1(a) shall be deemed modified to reflect such changed amounts and (ii) the Borrower cash collateralizes such Lender’s Pro Rata Share of the LC Obligations (in the manner set forth in Section 4.4(a)) then outstanding. At such time, such Lender shall no longer constitute a “Lender” for purposes of this Agreement, except with respect to indemnifications in favor of such Lender under this Agreement which shall survive as to such repaid Lender.
(c) In the event that any Revolving Lender does not consent to an increase in its Revolving Commitment pursuant to a Revolving Commitment Increase, the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that upon five (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (25) Business Days’ prior written notice to the Administrative Agent (which will notice the Administrative Agent shall promptly notify transmit to each of the Lenders thereofRevolving Lenders), and in to terminate the entire Revolving Commitment of such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by Revolving Lender, so long as the Borrower for repays all Revolving Loans, together with any accrued and unpaid interest and fees thereon, concurrently with the account effectiveness of such Defaulting termination at which time Schedule 1.1(a) shall be deemed modified to reflect such changed amounts and such Revolving Lender’s Pro Rata Share of the LC Obligations and Swing Line Loans shall be reallocated pursuant to Section 2.10(c). At such time, such Revolving Lender shall no longer constitute a “Revolving Lender” for purposes of this Agreement, except with respect to indemnifications in favor of such Revolving Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that which shall survive as to such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting repaid Revolving Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 6 contracts
Samples: Credit Agreement, Credit Agreement (Huntsman CORP), Credit Agreement (Huntsman International LLC)
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ the prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (in which notice case the Administrative Agent shall promptly transmit to notify each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (a) with respect any such notice shall be received by the Administrative Agent not later than 1:00 p.m., at least two Business Days prior to the Commitmentsproposed date of termination or reduction, (b) any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of within such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either at its direction (A) ratably among Classes or (B) first including, for the avoidance of doubt, to the Commitments with respect to any Existing Class of Extended Revolving Credit Commitments and second without any termination or reduction of the Commitments with respect to any Extended Existing Revolving Credit Commitments of the same Specified Existing Revolving Credit Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.172.15, (i) the Existing Revolving Credit Commitments of each Lender any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Revolving Credit Commitments so extended on such date (or, if agreed by such Lender the Borrower and (ii) the Existing Commitments of any Lender not Lenders providing such Extended Revolving Credit Commitments, by any greater amount so long as (a) a proportionate reduction of the Specified Existing Revolving Credit Commitments shall has been offered to each Lender to whom the applicable Revolving Credit Extension Request has been made (which may be reducedconditioned upon such Lender becoming an Extending Lender), solely and (b) the Borrower prepays the Existing Revolving Credit Loans of such Class owed to such Lenders providing such Extended Revolving Credit Commitments to the extent elected necessary to be reduced ensure that, after giving pro forma effect to such repayment or reduction, the Existing Revolving Credit Loans of such Class are held by the Borrower pursuant Lenders of such Class on a pro rata basis in accordance with their Existing Revolving Credit Commitments of such Class after giving pro forma effect to Section 2.17, among the Class or Classes of Commitments elected by the Borrower such reduction) (provided that (x) after giving pro forma effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Credit Commitment of such Lender thereof (such Total Exposure revolving credit exposure and Revolving Credit Commitment in the case of an Extending Lender being determined for purposes of this provisoin each case, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Revolving Credit Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving pro forma effect to any conversion or exchange pursuant to Section 2.17 2.15 of Existing Revolving Credit Commitments and Existing Revolving Credit Loans into Extended Revolving Credit Commitments and Extended Revolving Credit Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (bc) any partial reduction pursuant to this Section 4.2 shall be in the an aggregate amount of at least $1,000,000 and or any whole multiple of $1,000,000 in excess thereof, (cd) after giving pro forma effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures revolving credit exposures for such Class shall not exceed the Loan LimitTotal Revolving Credit Commitment for such Class, (e) after giving pro forma effect to such termination or reduction and to any prepayments of Additional/Replacement Revolving Credit Loans of any Class or cancellation or cash collateralization of letters of credit made on the date thereof in accordance with this Agreement, the aggregate amount of such Lenders’ revolving credit exposures for such Class shall not exceed the Total Additional/Replacement Revolving Credit Commitment for such Class and the aggregate amount of the Lenders’ revolving credit exposure for all Classes shall not exceed the Total Revolving Credit Commitment for all Classes, and (f) if, after giving pro forma effect to any reduction hereunder, the Letter of Credit Commitment or the Swingline Commitment exceeds the sum of the Total Revolving Credit Commitment and the Total Additional/Replacement Revolving Credit Commitment (if any), such Commitment shall be automatically reduced by the amount of such excess.
(b) The Upon at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent and the Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the applicable Revolving Credit Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Letter of Credit Sub-Commitment, in whole or in part; provided that, after giving pro forma effect to such termination or reduction, the Letter of Credit Obligations shall not exceed the Letter of Credit Sub-Commitment.
(c) Notwithstanding anything to the contrary set forth in Section 4.2(a), the Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f2.16(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), ; provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing BankLetter of Credit Issuer, the any Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 5 contracts
Samples: Incremental Agreement to Credit Agreement (Snap One Holdings Corp.), Credit Agreement (Snap One Holdings Corp.), Incremental Agreement (Snap One Holdings Corp.)
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender any one or more Lenders providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender thereof (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this provisoin each case, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing BankLetter of Credit Issuer, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 5 contracts
Samples: Credit Agreement (Samson Resources Corp), Fourth Amendment Agreement (Samson Resources Corp), Credit Agreement (Samson Resources Corp)
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written The Borrower may, upon notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrowerterminate, in whole or in part, the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (ai) with respect any such notice shall be received by the Administrative Agent not later than 12:00 p.m. three (3) Business Days prior to the Commitmentsdate of termination or reduction, (ii) any such termination or partial reduction shall apply proportionately and permanently to reduce the Commitments be in an aggregate amount of each $5,000,000 or any whole multiple of the Lenders of such Class, except that, notwithstanding the foregoing$1,000,000 in excess thereof, (1iii) the Borrower may allocate any termination shall not terminate or reduction of reduce the Aggregate Revolving Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect if, after giving effect thereto and to any Existing Commitments and second to any Extended concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments and (2iv) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17if, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to of the repayment of any Loans made on such dateAggregate Revolving Commitments, the Total Exposure Letter of any such Lender does not exceed Credit Sublimit or the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in Swing Line Sublimit exceeds the amount of at least $1,000,000 and (c) after giving effect to the Aggregate Revolving Commitments, such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on sublimit shall be automatically reduced by the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior such excess; provided, that, subject to Section 3.05, any notice so given to the Administrative Agent in connection with a refinancing of all Obligations (which will promptly notify the Lenders thereof), other than contingent indemnification obligations not yet due and in such event the provisions of Section 2.15(fpayable) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether may be conditional on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of the replacement credit agreement or other credit facilities), in which case such notice similar document and may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Lender according to its Applicable Percentage. All fees accrued with respect thereto until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.
Appears in 4 contracts
Samples: Credit Agreement (Silicon Laboratories Inc.), Credit Agreement (Silicon Laboratories Inc.), Credit Agreement (Silicon Laboratories Inc)
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Revolving Lenders), the Borrower shall have the right, without premium or penalty, on any day, to permanently to terminate or reduce the Commitments of any ClassRevolving Commitments, as determined by the Borrower, in whole or in part; provided that (ai) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently ratably to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Revolving Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender)Revolving Commitment, (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 500,000 and in an integral multiple of $100,000 in excess thereof and (c) after giving effect to such termination or reduction and to any prepayments of Revolving Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures Revolving Exposure shall not exceed the Revolving Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing BankLetter of Credit Issuer, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 4 contracts
Samples: Credit Agreement, Credit Agreement (California Resources Corp), Credit Agreement (California Resources Corp)
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ the prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (in which notice case the Administrative Agent shall promptly transmit to notify each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (a) with respect any such notice shall be received by the Administrative Agent not later than 1:00 p.m., at least two Business Days prior to the Commitmentsproposed date of termination or reduction, (b) any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of within such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either at its direction (A) ratably among Classes or (B) first including, for the avoidance of doubt, to the Commitments with respect to any Existing Class of Extended Revolving Credit Commitments and second without any termination or reduction of the Commitments with respect to any Extended Existing Revolving Credit Commitments of the same Specified Existing Revolving Credit Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.172.15, (i) the Existing Revolving Credit Commitments of each Lender any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Revolving Credit Commitments so extended on such date (or, if agreed by such Lender the Borrower and (ii) the Existing Commitments of any Lender not Lenders providing such Extended Revolving Credit Commitments, by any greater amount so long as (a) a proportionate reduction of the Specified Existing Revolving Credit Commitments shall has been offered to each Lender to whom the applicable Revolving Credit Extension Request has been made (which may be reducedconditioned upon such Lender becoming an Extending Lender), solely and (b) the Borrower prepays the Existing Revolving Credit Loans of such Class owed to such Lenders providing such Extended Revolving Credit Commitments to the extent elected necessary to be reduced ensure that, after giving pro forma effect to such repayment or reduction, the Existing Revolving Credit Loans of such Class are held by the Borrower pursuant Lenders of such Class on a pro rata basis in accordance with their Existing Revolving Credit Commitments of such Class after giving pro forma effect to Section 2.17, among the Class or Classes of Commitments elected by the Borrower such reduction) (provided that (x) after giving pro forma effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Credit Commitment of such Lender thereof (such Total Exposure revolving credit exposure and Revolving Credit Commitment in the case of an Extending Lender being determined for purposes of this provisoin each case, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Revolving Credit Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving pro forma effect to any conversion or exchange pursuant to Section 2.17 2.15 of Existing Revolving Credit Commitments and Existing Revolving Credit Loans into Extended Revolving Credit Commitments and Extended Revolving Credit Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (bc) any partial reduction pursuant to this Section 4.2 shall be in the an aggregate amount of at least $1,000,000 and or any whole multiple of $1,000,000 in excess thereof, (cd) after giving pro forma effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures revolving credit exposures for such Class shall not exceed the Loan LimitTotal Revolving Credit Commitment for such Class, (e) after giving pro forma effect to such termination or reduction and to any prepayments of Additional/Replacement Revolving Credit Loans of any Class or cancellation or cash collateralization of letters of credit made on the date thereof in accordance with this Agreement, the aggregate amount of such Lenders’ revolving credit exposures for such Class shall not exceed the Total Additional/Replacement Revolving Credit Commitment for such Class and the aggregate amount of the Lenders’ revolving credit exposure for all Classes shall not exceed the Total Revolving Credit Commitment for all Classes, and (f) if, after giving pro forma effect to any reduction hereunder, the Letter of Credit Commitment or the Swingline Commitment exceeds the sum of the Total Revolving Credit Commitment and the Total Additional/Replacement Revolving Credit Commitment (if any), such Commitment shall be automatically reduced by the amount of such excess.
(b) The Upon at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent and the Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the applicable Revolving Credit Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Letter of Credit Sub-Commitment, in whole or in part, with each Letter of Credit Issuer’s Letter of Credit Sub-Commitment being reduced on a pro rata basis; provided that, after giving pro forma effect to such termination or reduction, the Letter of Credit Obligations shall not exceed the Letter of Credit Sub-Commitment.
(c) Notwithstanding anything to the contrary set forth in Section 4.2(a), the Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior written notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f2.16(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), ; provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing BankLetter of Credit Issuer, the any Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 3 contracts
Samples: Incremental Agreement (Grocery Outlet Holding Corp.), Incremental Agreement (Grocery Outlet Holding Corp.), First Lien Credit Agreement (Grocery Outlet Holding Corp.)
Voluntary Reduction of Commitments. (a) Upon at least two three (3) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office Notice Address (which notice the Administrative Agent shall promptly transmit to each of the LendersLender), the (i) U.S. Borrower shall have the right, without premium or penalty, on any day, permanently to terminate the unutilized portion of the Original Dollar Revolving Commitments, Extended Dollar Revolving Commitment or reduce the Commitments of any Class, as determined by the Borrower, Swing Line Commitment in whole or in part; provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) European Borrower shall have the Existing right, without premium or penalty, to terminate the unutilized portion of the Original Euro Revolving Commitments, Multicurrency Revolving Commitment or Swing Line Commitment in part or in whole, and (iii) Canadian Borrower shall have the right, without premium or penalty, to terminate the unutilized portion of the Canadian Revolving Commitments of any Lender not providing such Extended Commitments shall be reducedin part or in whole; in each case, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction voluntary termination of the Original Dollar Revolving Commitment, Extended Dollar Revolving Commitment, Original Euro Revolving Commitments, Multicurrency Revolving Commitment or Canadian Revolving Commitment shall apply to proportionately and to permanently reduce the repayment of any Loans made on such dateOriginal Dollar Revolving Commitment, the Total Exposure of any such Lender does not exceed Extended Dollar Revolving Commitment, the Original Euro Revolving Commitment, Multicurrency Revolving Commitment or Canadian Revolving Commitment of such each Original Dollar Revolving Lender, Extended Dollar Revolving Lender, Original Euro Revolving Lender, Multicurrency Revolving Lender (such Total Exposure and Commitment in or Canadian Revolving Lender, as the case of an Extending Lender being determined for purposes of this provisomay be, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial voluntary reduction pursuant to this Section 4.2 4.1 shall be in the amount of at least $1,000,000 10,000,000 and integral multiples of $5,000,000 in excess of that amount and (cz) after giving effect any such voluntary termination of the Original Dollar Revolving Commitment, Extended Dollar Revolving Commitment, Original Euro Revolving Commitment, Multicurrency Revolving Commitment or Canadian Revolving Commitment shall occur simultaneously with a voluntary prepayment, pursuant to Section 4.3 such termination that the total of the Original Dollar Revolving Commitment, Extended Dollar Revolving Commitment, Original Euro Revolving Commitment, Multicurrency Revolving Commitment or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, Canadian Revolving Commitment shall not be reduced below (1) the aggregate principal amount of outstanding Original Dollar Revolving Loans in the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount case of the Commitment of a Defaulting Lender upon not less than two Original Dollar Revolving Commitment; (2) Business Days’ prior notice to the Administrative Agent aggregate principal amount of outstanding Extended Dollar Revolving Loans in the case of the Extended Dollar Revolving Commitment, (which will promptly notify 3) Multicurrency Revolving Loans plus the Lenders thereof)aggregate Effective Amount of Multicurrency LC Obligations and Swing Line Loans, in the case of Multicurrency Revolving Commitments, (4) Original Euro Revolving Loans, in the case of Original Euro Revolving Commitments and (5) Canadian Revolving Loans plus the Effective Amount of Canadian LC Obligations, in such event the provisions case of Section 2.15(f) will apply to all amounts thereafter paid by Canadian Revolving Commitments and the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will Swing Line Commitment shall not be deemed to be a waiver or release reduced below the aggregate principal amount of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedSwing Line Loans.
Appears in 3 contracts
Samples: Credit Agreement (Crown Holdings Inc), Credit Agreement (Crown Holdings Inc), Credit Agreement (Crown Holdings Inc)
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Notice Office (which notice the Administrative Agent shall promptly transmit to each of the LendersLender in writing), the Borrower Company shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the unutilized portion of the Commitments of any Class, as determined by the Borrower, in whole part or in part; whole, provided that that:
(ai) with respect to the Commitments, any such voluntary termination or reduction of the Commitments shall apply to proportionately and permanently to reduce the Commitments Commitment of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and Lender;
(ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial voluntary reduction pursuant to this Section 4.2 4.1 shall be in the amount of at least $1,000,000 £10,000,000 and integral multiples of £5,000,000 in excess of that amount; and
(ciii) after giving effect during the Certain Funds Period, no such reduction shall be effective unless:
(1) Company or Purchaser shall have entered into one or more agreements for the provision of debt financing in an amount at least equal to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of such reduction for the Lenders’ Total Exposures shall not exceed purposes of financing the Loan Limit.Target Acquisition; or
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ Company shall have deposited cash denominated in (x) Sterling or (y) another currency (provided that in the event that cash in another currency is deposited with the Escrow Agent, Company or Purchaser shall have entered into an Other Hedging Agreement to convert such currency into Sterling on or prior notice to each date on which Purchaser may be required to make any payment in respect of Target Shares in connection with the Target Acquisition), in each case in an amount at least equal to the Administrative amount of such reduction with the Escrow Agent (which will promptly notify on the Lenders thereofterms set forth in Section 4.4(d), and the Cash Confirmation Provider has confirmed in such event writing its approval of the provisions of Section 2.15(farrangements set forth in (1) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement or (whether on account of principal, interest, fees, indemnity or other amounts2) above (including any escrow arrangement), as applicable, and such reduction of Commitments. Each notice of commitment reductions shall be irrevocable; provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence consent of the Cash Confirmation Provider or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)facilities or any other financing, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on sale or prior to the specified effective date) if such condition is not satisfiedother transaction.
Appears in 3 contracts
Samples: Bridge Loan Agreement (Ball Corp), Bridge Loan Agreement (Ball Corp), Bridge Loan Agreement (Ball Corp)
Voluntary Reduction of Commitments. (a) Upon at least two three (3) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) (which notice may be conditioned upon the happening of a future event) to the Administrative Agent at the Administrative Agent’s Office Notice Address (which notice the Administrative Agent shall promptly transmit to each of the LendersLender), the Borrower Borrowers’ Agent shall have the right, without premium or penalty, on any day, permanently to terminate the unutilized portion of the Dollar Revolving Commitments or reduce the Commitments of any Class, as determined by the Borrower, Multicurrency Revolving Commitment in whole part or in part; provided that (a) with respect to the Commitmentswhole, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction voluntary termination of the Dollar Revolving Commitment or Multicurrency Revolving Commitment shall apply to proportionately and to permanently reduce the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Dollar Revolving Commitment or Multicurrency Revolving Commitment of such each Dollar Revolving Lender (such Total Exposure and Commitment in or Multicurrency Revolving Lender, as the case of an Extending Lender being determined for purposes of this provisomay be, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial voluntary reduction pursuant to this Section 4.2 4.1 shall be in the amount of at least $5,000,000 and integral multiples of $1,000,000 in excess of that amount and (cz) after giving effect any such voluntary termination of the Dollar Revolving Commitment or Multicurrency Revolving Commitment shall occur simultaneously with a voluntary prepayment, pursuant to Section 4.3 to the extent necessary such termination that the Total Dollar Revolving Commitment or reduction and to any prepayments Total Multicurrency Revolving Commitment, as applicable, shall not be reduced below (1) the aggregate principal amount of outstanding Dollar Revolving Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, plus the aggregate amount of outstanding Dollar LC Obligations in the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount case of the Dollar Revolving Commitment of a Defaulting Lender upon not less than two or (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify Effective Amount of the Lenders thereof), aggregate principal amount of outstanding Multicurrency Revolving Loans plus the aggregate Effective Amount of Multicurrency LC Obligations and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)Overdraft Amounts, in which the case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedof Multicurrency Revolving Commitments.
Appears in 3 contracts
Samples: Credit Agreement (Owens-Illinois Group Inc), Credit Agreement (Owens-Illinois Group Inc), Credit Agreement (Owens-Illinois Group Inc)
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any ClassCommitments, as determined by the Borrower, in whole or in part; provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 500,000 and in multiples of $100,000 in excess thereof and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender Bank or any Lender may have against such Defaulting Lender. .
(c) Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 3 contracts
Samples: Credit Agreement (Mach Natural Resources Lp), Credit Agreement (Mach Natural Resources Lp), Credit Agreement (Mach Natural Resources Lp)
Voluntary Reduction of Commitments. (a) Upon at least two one Business Days’ Day's prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s 's Office (which notice the Administrative Agent shall promptly transmit to each of the LendersBanks), the Applicable Borrower or Borrowers shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (a) with respect to part the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date unutilized portion of any Extended Commitments pursuant to Section 2.17, or all of (i) the Existing Total Revolving Loan Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reducedTotal Acquisition Term Loan Commitments, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17in each case, among the Class in part or Classes of Commitments elected by the Borrower (in whole; provided that (x) after giving effect to any such reduction termination shall proportionately and to permanently reduce the repayment Revolving Loan Commitment or Acquisition Term Loan Commitment, as applicable, of any Loans made on such date, each of the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) Banks and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction of the Total Revolving Loan Commitments or the Total Acquisition Term Loan Commitments pursuant to this Section 4.2 shall 2.01 shall, in each case, be in the amount of at least $1,000,000 100,000 and integral multiples of $100,000 in excess of that amount; provided, further, that (A) the Total Revolving Loan Commitments shall not be reduced to an amount less than the aggregate Revolving Loans and the Dollar Equivalent amount of Swingline Loans and Letter of Credit Usage then outstanding and (cB) after giving effect the Total Acquisition Term Loan Commitments shall not be reduced to such termination an amount less than the aggregate Acquisition Term Loans then outstanding. The Applicable Borrower or reduction and Borrowers shall have the right, without premium or penalty, to any prepayments terminate the unutilized portion, in whole or in part, of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this AgreementU.S. Swingline Commitment, the aggregate amount of U.K. Swingline Commitment or the Lenders’ Total Exposures shall not exceed the Loan LimitCanadian Swingline Commitment.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 3 contracts
Samples: Credit Agreement (MMH Holdings Inc), Credit Agreement (Morris Material Handling Inc), Credit Agreement (MMH Holdings Inc)
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ the prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (in which notice case the Administrative Agent shall promptly transmit to notify each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (a) with respect any such notice shall be received by the Administrative Agent not later than 1:00 p.m., at least two Business Days prior to the Commitmentsproposed date of termination or reduction, (b) any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of within such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either at its direction (A) ratably among Classes or (B) first including, for the avoidance of doubt, to the Commitments with respect to any Existing Class of Extended Revolving Credit Commitments and second without any termination or reduction of the Commitments with respect to any Extended Existing Revolving Credit Commitments of the same Specified Existing Revolving Credit Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.172.15, (i) the Existing Revolving Credit Commitments of each Lender any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Revolving Credit Commitments so extended on such date (or, if agreed by such Lender the Borrower and (ii) the Existing Commitments of any Lender not Lenders providing such Extended Revolving Credit Commitments, by any greater amount so long as (a) a proportionate reduction of the Specified Existing Revolving Credit Commitments shall has been offered to each Lender to whom the applicable Revolving Credit Extension Request has been made (which may be reducedconditioned upon such Lender becoming an Extending Lender), solely and (b) the Borrower prepays the Existing Revolving Credit Loans of such Class owed to such Lenders providing such Extended Revolving Credit Commitments to the extent elected necessary to be reduced ensure that, after giving pro forma effect to such repayment or reduction, the Existing Revolving Credit Loans of such Class are held by the Borrower pursuant Lenders of such Class on a pro rata basis in accordance with their Existing Revolving Credit Commitments of such Class after giving pro forma effect to Section 2.17, among the Class or Classes of Commitments elected by the Borrower such reduction) (provided that (x) after giving pro forma effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Credit Commitment of such Lender thereof (such Total Exposure revolving credit exposure and Revolving Credit Commitment in the case of an Extending Lender being determined for purposes of this provisoin each case, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Revolving Credit Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving pro forma effect to any conversion or exchange pursuant to Section 2.17 2.15 of Existing Revolving Credit Commitments and Existing Revolving Credit Loans into Extended Revolving Credit Commitments and Extended Revolving Credit Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (bc) any partial reduction pursuant to this Section 4.2 shall be in the an aggregate amount of at least $1,000,000 and or any whole multiple of $1,000,000 in excess thereof, (cd) after giving pro forma effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures revolving credit exposures for such Class shall not exceed the Loan LimitTotal Revolving Credit Commitment for such Class, (e) after giving pro forma effect to such termination or reduction and to any prepayments of Additional/Replacement Revolving Credit Loans of any Class or cancellation or cash collateralization of letters of credit made on the date thereof in accordance with this Agreement, the aggregate amount of such Lenders’ revolving credit exposures for such Class shall not exceed the Total Additional/Replacement Revolving Credit Commitment for such Class and the aggregate amount of the Lenders’ revolving credit exposure for all Classes shall not exceed the Total Revolving Credit Commitment for all Classes, and (f) if, after giving pro forma effect to any reduction hereunder, the Letter of Credit Commitment or the Swingline Commitment exceeds the sum of the Total Revolving Credit Commitment and the Total Additional/Replacement Revolving Credit Commitment (if any), such Commitment shall be automatically reduced by the amount of such excess.
(b) The Upon at least one Business Day’s prior written notice to the Administrative Agent and the Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the applicable Revolving Credit Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Letter of Credit Sub-Commitment, in whole or in part; provided that, after giving pro forma effect to such termination or reduction, the Letter of Credit Obligations shall not exceed the Letter of Credit Sub-Commitment.
(c) Notwithstanding anything to the contrary set forth in Section 4.2(a), the Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f2.16(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), ; provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing BankLetter of Credit Issuer, the any Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 3 contracts
Samples: Incremental Agreement (MultiPlan Corp), Credit Agreement (MultiPlan Corp), Credit Agreement (MultiPlan Corp)
Voluntary Reduction of Commitments. (a) Upon at least two one Business Days’ Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Parent Borrower (and with respect to the Spanish Revolving Credit Commitments only, the Foreign Subsidiary Borrower) (each on behalf of itself) shall have the right, without premium or penalty, on any day, permanently to terminate or reduce (A) the U.S. Revolving Credit Commitments of any Class, as determined by the Borrower, in whole or in part; , provided that (ai) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments U.S. Revolving Credit Commitment of each of the Lenders of such ClassU.S. Revolving Credit Lender, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant Revolving Credit Commitment, in which case reductions may be applied to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or different Classes of Revolving Credit Commitments elected by the Borrower (provided that (x) after giving effect and shall apply proportionately to any each Revolving Credit Lender within each such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other LenderClass), (bii) any partial reduction pursuant to this Section 4.2 4.2(A) shall be in the amount of at least $1,000,000 5,000,000 and (ciii) after giving effect to such termination or reduction and to any prepayments of the U.S. Revolving Credit Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total U.S. Revolving Credit Exposures shall not exceed the Loan Limit.
Total U.S. Revolving Credit Commitment, and/or (bB) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and Spanish Revolving Credit Commitments in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity whole or other amounts)in part, provided that (i) any such termination will not be deemed reduction shall apply proportionately and permanently to be a waiver or release reduce the Spanish Revolving Credit Commitment of each Spanish Revolving Credit Lender, except in connection with the establishment of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)Extended Revolving Credit Commitment, in which case such notice reductions may be revoked by applied to different Classes of Revolving Credit Commitments (and shall apply proportionately to each Revolving Credit Lender within each such Class), (ii) any partial reduction pursuant to this Section 4.2(B) shall be in the Borrower amount of at least $5,000,000 and (by written notice iii) after giving effect to such termination or reduction and to any prepayments of the Administrative Agent Spanish Revolving Credit Loans made on or prior to the specified effective date) if such condition is date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Spanish Revolving Credit Exposures shall not satisfiedexceed the Total Spanish Revolving Credit Commitment.
Appears in 2 contracts
Samples: Credit Agreement (Laureate Education, Inc.), Credit Agreement (Laureate Education, Inc.)
Voluntary Reduction of Commitments. (a) Upon at least two one ---------------------------------- Business Days’ Day's prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice shall be deemed to be given on a certain day only if given before 2:00 P.M. (New York time) on such day and shall be promptly transmitted by the Administrative Agent to each of the Lenders), the Borrower shall have the right, without premium or penalty, to reduce, in whole or in part, the unutilized Total Revolving Commitment or unutilized Total Acquisition Commitment, as the case may be, provided that (w) any such partial reduction shall apply to proportionately and permanently reduce the Revolving Commitment or Acquisition Commitment, as the case may be, of each Lender with such a Commitment, (x) no such reduction shall reduce any Non- Defaulting Lender's Revolving Commitment or Acquisition Commitment, as the case may be, in an amount greater than the then unutilized Revolving Commitment or Acquisition Commitment, as the case may be, of such Lender, (y) any reduction of the Total Revolving Commitment or Total Acquisition Commitment, as the case may be, pursuant to this Section 2.02(a) shall reduce the then remaining Scheduled Reductions applicable thereto pro rata and (z) any partial reduction pursuant to --- ---- this Section 2.02 shall be in the amount of at least $1,000,000.
(b) At any time after the Closing Date and prior to the B Termination Date upon at least one Business Day's prior written notice (or telephone notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrowerreduce, in whole or in part; provided that (a) with respect to , the Commitments, remaining Total B Term Commitment. The amount of any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the B Term Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction effected pursuant to this Section 4.2 2.02(b) and/or Section 2.03(b)(ii), (iii) and/or (iv) shall be in applied to reduce pro rata the amount remaining Scheduled --- ---- Repayments of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan LimitB Term Loans.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 2 contracts
Samples: Credit Agreement (MJD Communications Inc), Credit Agreement (MJD Communications Inc)
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the 715000788 12406500715000788 12406500 Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender any one or more Lenders providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender thereof (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this provisoin each case, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing BankLetter of Credit Issuer, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 2 contracts
Samples: Fifth Amendment and Waiver Agreement (Samson Resources Corp), Fifth Amendment and Waiver Agreement (Samson Resources Corp)
Voluntary Reduction of Commitments. (a) Upon at least two one Business Days’ Day's prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s 's Office (which notice the Administrative Agent shall promptly transmit to each of the LendersBanks), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce irrevocably the Commitments unutilized portion of any Classor all of (i) the Total Revolving Loan Commitments, as determined by (ii) the BorrowerTotal Acquisition Term Loan Commitments, and (iii) the Total Supplemental Loan Commitments, in whole each case, in part or in partwhole; provided PROVIDED, HOWEVER, that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments Revolving Loan Commitment, Acquisition Term Loan Commitment, or Supplemental Loan Commitment, as applicable, of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments Banks and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction of the Total Revolving Loan Commitments, the Total Acquisition Term Loan Commitments or the Total Supplemental Loan Commitments pursuant to this Section 4.2 shall 2.01 shall, in each case, be in the amount of at least $1,000,000 500,000 and integral multiples of $100,000 in excess of that amount; PROVIDED, FURTHER, that (A) the Total Revolving Loan Commitment shall not be reduced to an amount less than the sum of (x) the aggregate Revolving Loans then outstanding and (cy) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of the aggregate Letters of Credit made on Usage related to the date thereof in accordance with this AgreementRevolving Portion of the Credit Facility, (B) the Total Acquisition Term Loan Commitment shall not be reduced to an amount less than the aggregate Acquisition Term Loans then outstanding, and (C) the Total Supplemental Loan Commitment shall not be reduced to an amount less than the sum of (I) the aggregate Supplemental Revolving Loans then outstanding, (II) the aggregate Letters of Credit Usage related to the Supplemental Portion of the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof)Credit Facility, and in such event (III) the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedaggregate Supplemental Term Loans then outstanding.
Appears in 2 contracts
Samples: Credit Agreement (Color Spot Nurseries Inc), Credit Agreement (Color Spot Nurseries Inc)
Voluntary Reduction of Commitments. (a) Upon at least two (2) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 2 contracts
Samples: Credit Agreement (Falcon Minerals Corp), Credit Agreement (Magnolia Oil & Gas Corp)
Voluntary Reduction of Commitments. (a) Upon at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Notice Office (which notice the Administrative Agent’s Office Agent shall promptly transmit to each Lender), the Borrower shall have the right, without premium or penalty, to terminate the unutilized portion of the Revolving Commitments and/or, the Swing Line Commitment, as the case may be, in part or in whole; provided that (i) any such voluntary termination of the Revolving Commitments shall apply proportionately to, and shall permanently reduce, the Revolving Commitments of each Revolving Lender; (ii) any partial voluntary reduction of the Revolving Commitments pursuant to this Section 4.1 shall be in the amount of at least $10,000,000 and integral multiples of $5,000,000 in excess of that amount and (iii) any such voluntary termination of the Revolving Commitment shall occur simultaneously with a voluntary prepayment, pursuant to Section 4.3 such that the total of the Revolving Commitments shall not be reduced below the sum of the Assigned Dollar Value of the aggregate principal amount of outstanding Revolving Loans, Swing Line Loans and LC Obligations plus any Overdraft Reserve.
(b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders entire Revolving Commitment of such ClassLender, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, so long as (i) the Existing Commitments Borrower repays all Loans, together with accrued and unpaid interest, fees and all other amounts, due and owing to such Lender pursuant to Section 4.3(b) concurrently with the effectiveness of each Lender providing any such Extended Commitments on such date termination at which time Schedule 1.1(a) shall be reduced in an amount equal deemed modified to the amount of Specified Existing Commitments so extended on reflect such date by such Lender changed amounts and (ii) the Existing Commitments Borrower cash collateralizes such Lender’s Pro Rata Share of any Lender not providing the LC Obligations (in the manner set forth in Section 4.4(a)) then outstanding. At such Extended Commitments shall be reducedtime, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined shall no longer constitute a “Lender” for purposes of this provisoAgreement, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) except with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be indemnifications in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account favor of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that which shall survive as to such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting repaid Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 2 contracts
Samples: Credit Agreement (Huntsman International LLC), Credit Agreement (Huntsman International LLC)
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, Class as determined by the Borrower, in whole or in part; provided that (a) with respect any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the Commitmentsdate of termination or reduction, (b) any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of within any such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either at its direction (A) ratably among Classes or (B) first including, for the avoidance of doubt, to the Commitments with respect to any Existing Class of Extended Revolving Credit Commitments and second without any termination or reduction of the Commitments with respect to any Extended Commitments Existing Revolving Credit Class of the same Specified Existing Revolving Credit Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.172.15, (i) the Existing Revolving Credit Commitments of each Lender any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Revolving Credit Commitments so extended on such date (or, if agreed by such Lender the Borrower and (ii) the Existing Commitments of any Lender not Lenders providing such Extended Revolving Credit Commitments, by any greater amount so long as the Borrower prepays the Existing Revolving Credit Loans of such Class owed to such Lenders providing such Extended Revolving Credit Commitments shall be reduced, solely to the extent elected necessary to be reduced ensure that after giving effect to such repayment or reduction, the Existing Revolving Credit Loans of such Class are held by the Borrower pursuant Lenders of such Class on a pro rata basis in accordance with their Existing Revolving Credit Commitments of such Class after giving effect to Section 2.17, among the Class or Classes of Commitments elected by the Borrower such reduction) (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Credit Commitment of such Lender thereof (such Total Exposure revolving credit exposure and Existing Revolving Credit Commitment in the case of an Extending Lender being determined for purposes of this provisoin each case, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Revolving Credit Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion exchange pursuant to Section 2.17 2.15 of Existing Revolving Credit Commitments and Existing Revolving Credit Loans into Extended Revolving Credit Commitments and Extended Revolving Credit Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (bc) any partial reduction pursuant to this Section 4.2 shall be in the an aggregate amount of at least $10,000,000 or any whole multiple of $1,000,000 and in excess thereof, (cd) after giving effect to such termination or reduction and to any prepayments of Revolving Credit Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Revolving Credit Exposures for such Class shall not exceed the Loan LimitTotal Revolving Credit Commitment for such Class, (e) after giving effect to such termination or reduction and to any prepayments of Additional/Replacement Revolving Credit Loans of any Class or cancellation or cash collateralization of letters of credit made on the date thereof in accordance with the Agreement, the aggregate amount of such Lender’s revolving credit exposure shall not exceed the Total Additional/Replacement Revolving Credit Commitment for such Class and (f) if, after giving effect to any reduction hereunder, the Letter of Credit Commitment or the Swingline Commitment exceeds the sum of the Total Revolving Credit Commitment and the Total Additional/Replacement Revolving Credit Commitment (if any), such Commitment shall be automatically reduced by the amount of such excess.
(b) Upon at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent and the Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the applicable Revolving Credit Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Letter of Credit Obligations shall not exceed the Letter of Credit Commitment.
(c) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f2.16(a)(iv) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing BankLetter of Credit Issuer, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 2 contracts
Samples: Incremental Tranche B Term Loans (LPL Financial Holdings Inc.), Credit Agreement (LPL Investment Holdings Inc.)
Voluntary Reduction of Commitments. (a) Upon at least two three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the LendersBanks), the Borrower Company shall have the right, without premium or penalty, on any day, permanently to terminate or partially reduce the Commitments of any Class, as determined by Total Unutilized Tranche A Revolving Loan Commitment and/or the Borrower, in whole or in partTotal Unutilized Tranche B Revolving Loan Commitment; provided that (av) with respect to the Commitments, any such termination or partial reduction shall apply to proportionately and permanently to reduce the Commitments Tranche A Revolving Loan Commitment or the Tranche B Revolving Loan Commitment, as the case may be, of each of the Lenders of Banks with such Class, except that, notwithstanding the foregoingCommitments, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (bw) any partial reduction pursuant to this Section 4.2 3.02 shall be in the amount of at least $1,000,000 and 2,000,000, (cx) after the reduction to the Total Unutilized Tranche A Revolving Loan Commitment shall in no case be in an amount which would cause the Tranche A Revolving Loan Commitment of any Bank to be reduced (as required by the preceding clause (v)) by an amount which exceeds the remainder of (i) the Aggregate Unutilized Tranche A Commitment of such Bank as in effect immediately before giving effect to such termination or reduction and to any prepayments minus (ii) such Bank's Adjusted Percentage of Loans or cancellation or Cash Collateralization the sum of Letters of Credit made on the date thereof in accordance with this Agreement, (A) the aggregate principal amount of Swingline Loans then outstanding and (B) the Lenders’ Total Exposures shall not exceed Dollar Equivalent of the Loan Limit.
(b) The Borrower may terminate the unused aggregate principal amount of the Commitment of a Defaulting Lender upon not less than two Canadian Dollar Loans then outstanding, (2y) Business Days’ prior notice each reduction to the Administrative Agent Total Tranche A Revolving Loan Commitment pursuant to this Section 3.02 shall reduce the then remaining Scheduled A Commitment Reductions on a pro rata basis (which will promptly notify based upon the Lenders thereof), then remaining principal amount of each such Scheduled A Commitment Reduction) and in such event the provisions of Section 2.15(f(z) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything each reduction to the contrary contained in this Agreement, any such notice of commitment termination Total Tranche B Revolving Loan Commitment pursuant to this Section 4.2 may state that it is conditioned 3.02 shall reduce the then remaining Scheduled B Commitment Reductions on a pro rata basis (based upon the occurrence or non-occurrence then remaining principal amount of any event specified therein (including the effectiveness of other credit facilitieseach such Scheduled B Commitment Reduction), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 2 contracts
Samples: Credit Agreement (Western Empire Publications Inc), Credit Agreement (Tsecrp Inc)
Voluntary Reduction of Commitments. (a) Upon at least two three (3) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office Notice Address (which notice the Administrative Agent shall promptly transmit to each of the LendersLender), the (i) U.S. Borrower shall have the right, without premium or penalty, on any day, permanently to terminate the unutilized portion of the Dollar Revolving Commitments or reduce the Commitments of any Class, as determined by the Borrower, Swing Line Commitment in whole or in part; provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) European Borrower shall have the Existing right, without premium or penalty, to terminate the unutilized portion of the Euro Revolving Commitments or Swing Line Commitment in part or in whole, and (iii) Canadian Borrower shall have the right, without premium or penalty, to terminate the unutilized portion of any Lender not providing such Extended the Canadian Revolving Commitments shall be reducedin part or in whole; in each case, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction voluntary termination of the Dollar Revolving Commitment, Euro Revolving Commitments or Canadian Revolving Commitment shall apply to proportionately and to permanently reduce the repayment of any Loans made on such dateDollar Revolving Commitment, the Total Exposure of any such Lender does not exceed the Euro Revolving Commitment or Canadian Revolving Commitment of such each Dollar Revolving Lender, Euro Revolving Lender (such Total Exposure and Commitment in or Canadian Revolving Lender, as the case of an Extending Lender being determined for purposes of this provisomay be, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial voluntary reduction pursuant to this Section 4.2 4.1 shall be in the amount of at least $1,000,000 10,000,000 and integral multiples of $5,000,000 in excess of that amount and (cz) after giving effect to any such voluntary termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures Dollar Revolving Commitment, Euro Revolving Commitment or Canadian Revolving Commitments shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of occur simultaneously with a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof)voluntary prepayment, and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state 4.3 such that it is conditioned upon the occurrence total of the Dollar Revolving Commitment, Euro Revolving Commitment or non-occurrence Canadian Revolving Commitments shall not be reduced below the aggregate principal amount of any event specified therein (including outstanding Revolving Loans plus the effectiveness of other credit facilities)aggregate Dollar LC Obligations and U.S. Swing Line Loans, in which the case such notice may of the Dollar Revolving Commitment; Euro Revolving Loans plus the aggregate Effective Amount of Euro LC Obligations and European Swing Line Loans, in the case of Euro Revolving Commitments and Canadian Revolving Loans, in the case of Canadian Revolving Commitments and the Swing Line Commitment shall not be revoked by reduced below the Borrower (by written notice to aggregate principal amount of U.S. Swing Line Loans and the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedEuropean Swing Line Loans.
Appears in 2 contracts
Samples: Credit Agreement (Crown Holdings Inc), Credit Agreement (Crown Holdings Inc)
Voluntary Reduction of Commitments. (a) Upon at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, to permanently to terminate or reduce the Commitments of any ClassCommitments, as determined by the Borrower, in whole or in part; provided that (ai) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently ratably to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender)Commitment, (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $10,000,000 and in an integral multiple of $1,000,000 in excess thereof and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the all Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender Letter of Credit Issuer or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 2 contracts
Samples: Credit Agreement (Range Resources Corp), Credit Agreement (Range Resources Corp)
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (ai) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoingLenders, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 and in multiples of $100,000 in excess thereof and (ciii) after giving effect to such termination or reduction and to any prepayments of the Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this AgreementAgreement (including pursuant to Section 5.2(a)), the aggregate amount of the all Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may at any time terminate the unused amount Total Commitment upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon, (ii) the Commitment cancellation and return of a Defaulting Lender upon not less than two all outstanding Letters of Credit (2) Business Days’ prior notice or alternatively, with respect to each such Letter of Credit, the Administrative Agent (which will promptly notify the Lenders Cash Collateralization thereof), (iii) the payment in full of the accrued and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, unpaid fees, indemnity or including any payments required under Section 2.11, as applicable, and (iv) the payment in full of all reimbursable expenses and other amounts)Obligations (other than Hedge Obligations under Secured Hedge Agreements, provided that such termination will Cash Management Obligations under Secured Cash Management Agreements and contingent indemnification obligations not be deemed to be a waiver or release of any claim the Borrowerthen due and payable) together with accrued and unpaid interest thereon, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedas applicable.
Appears in 2 contracts
Samples: Credit Agreement (KKR Financial Holdings LLC), Credit Agreement (KKR Financial Holdings LLC)
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 2 contracts
Samples: Credit Agreement (Athlon Energy Inc.), Credit Agreement (Athlon Energy Inc.)
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, to permanently to terminate or reduce the Commitments of any ClassCommitments, as determined by the Borrower, in whole or in part; provided that (ai) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently ratably to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoingLender’s Commitment, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 500,000 and in an integral multiple of $100,000 in excess thereof and (ciii) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the all Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bankthe Letter of Credit Issuer, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 2 contracts
Samples: Credit Agreement (Denbury Inc), Credit Agreement (Denbury Resources Inc)
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Notice Office (which notice the Administrative Agent shall promptly transmit to each of the LendersLender), the Borrower Company shall have the right, without premium or penalty, on any day, permanently to terminate the unutilized portion of the Multicurrency Revolving Commitments, the French Revolving Commitment or reduce the Commitments of any ClassSwing Line Commitment, as determined by the Borrowercase may be, in whole part or in part; whole, provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) any such voluntary termination of the Existing Multicurrency Revolving Commitments shall apply to proportionately and permanently reduce the Multicurrency Revolving Commitment of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and Multicurrency Revolving Lender, (ii) any such voluntary termination of the Existing Commitments of any Lender not providing such Extended French Revolving Commitments shall be reduced, solely apply to proportionately and permanently reduce the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the French Revolving Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending each French Revolving Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (bii) any partial voluntary reduction pursuant to this Section 4.2 4.1 shall be in the amount of at least $1,000,000 10,000,000 and integral multiples of $5,000,000 in excess of that amount in the relevant currency of the applicable Facility and (ciii) after giving effect to any such voluntary termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures Multicurrency Revolving Commitments, French Revolving Commitments or Swing Line Commitment shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of occur simultaneously with a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof)voluntary prepayment, and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice 4.3 to the Administrative Agent on or prior to extent necessary such that (A) the specified effective dateTotal Multicurrency Revolving Commitment shall not be reduced below the aggregate principal amount of outstanding Multicurrency Revolving Loans plus the aggregate LC Obligations and the Swing Line Commitment, (B) if such condition is the Total French Revolving Commitment shall not satisfiedbe reduced below the aggregate principal amount of outstanding French Revolving Loans and (B) the Swing Line Commitment shall not be reduced below the aggregate principal amount of outstanding Swing Line Loans.
Appears in 2 contracts
Samples: Credit Agreement (Ball Corp), Credit Agreement (Ball Corp)
Voluntary Reduction of Commitments. (a) Upon Borrowers shall have the right to permanently reduce the amount of the Commitments, on a pro rata basis for each Lender, at any time and from time to time upon written notice to Agent of such reduction, which notice shall specify the amount of such reduction, shall be irrevocable once given, shall be given at least two five (5) Business Days’ Days prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative end of a month and shall be effective only upon Agent’s Office (which notice the Administrative receipt thereof. Agent shall promptly transmit such notice to each Lender. The effective date of any voluntary reduction of the Lenders)Commitments shall be the first day of the month following the month in which such notice is timely received by Agent. If, on the effective date of any such reduction in the Commitments and after giving effect thereto, the Borrower shall have the rightaggregate principal amount of all Revolving Loans, without premium or penalty, on any day, permanently to terminate or reduce the Commitments Swing Line Loans and Letter of any Class, as determined by the Borrower, in whole or in part; provided that (a) Credit Obligations outstanding with respect to all Borrowers would exceed the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments lesser of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes the Borrowing Base, or (B) first the Maximum Credit at such time, then Borrowers shall jointly and severally pay the amount of such excess to Agent for the pro rata benefit of Lenders immediately upon such effective date without further notice to or demand upon Borrowers. If the Commitments with respect are reduced to any Existing zero, then such reduction shall be deemed a termination of the Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments by Borrowers pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender13.1. Notwithstanding anything to the contrary contained in set forth above, pursuant to this Section 2.6, (i) the Commitments may only be reduced by Borrowers twice during the term of this Agreement, any such notice (ii) no single reduction of commitment termination the Commitments shall be in an amount less than $25,000,000, and (iii) the Commitments, once reduced, may not be increased except pursuant to Section 4.2 may state that it is conditioned upon 2.3 or with the occurrence or non-occurrence consent of any event specified therein (including the effectiveness requisite Lenders set forth in Section 11.3(a)(ii) hereof. Upon reduction of other credit facilities)the Commitments pursuant to this Section 2.6, in which case such notice may the Maximum Credit shall be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedreduced pro tanto.
Appears in 2 contracts
Samples: Loan and Security Agreement (Freedom Group, Inc.), Loan and Security Agreement (Freedom Group, Inc.)
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, Class as determined by the Borrower, in whole or in part; provided that (a) with respect any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the Commitmentsdate of termination or reduction, (b) any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of within any such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either at its direction (A) ratably among Classes or (B) first including, for the avoidance of doubt, to the Commitments with respect to any Existing Class of Extended Revolving Credit Commitments and second without any termination or reduction of the Commitments with respect to any Extended Commitments Existing Revolving Credit Class of the same Specified Existing Revolving Credit Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.172.15, (i) the Existing Revolving Credit Commitments of each Lender any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Revolving Credit Commitments so extended on such date (or, if agreed by such Lender the Borrower and (ii) the Existing Commitments of any Lender not Lenders providing such Extended Revolving Credit Commitments, reduced by any greater amount so long as the Borrower prepays the Existing Revolving Credit Loans of such Class owed to such Lenders providing such Extended Revolving Credit Commitments shall be reduced, solely to the extent elected necessary to be reduced ensure that after giving effect to such repayment or reduction, the Existing Revolving Credit Loans of such Class are held by the Borrower pursuant Lenders of such Class on a pro rata basis in accordance with their Existing Revolving Credit Commitments of such Class after giving effect to Section 2.17, among the Class or Classes of Commitments elected by the Borrower such reduction) (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Credit Commitment of such Lender (such Total Exposure revolving credit exposure and Existing Revolving Credit Commitment in the case of an Extending Lender being determined for purposes of this provisoin each case, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Revolving Credit Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion exchange pursuant to Section 2.17 2.15 of Existing Revolving Credit Commitments and Existing Revolving Credit Loans into Extended Revolving Credit Commitments and Extended Revolving Credit Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (bc) any partial reduction pursuant to this Section 4.2 shall be in the an aggregate amount of at least $10,000,0005,000,000 or any whole multiple of $1,000,000 and in excess thereof, (cd) after giving effect to such termination or reduction and to any prepayments of Revolving Credit Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Revolving Credit Exposures for such Class shall not exceed the Loan LimitTotal Revolving Credit Commitment for such Class, (e) after giving effect to such termination or reduction and to any prepayments of Additional/Replacement Revolving Credit Loans of any Class or cancellation or cash collateralization of letters of credit made on the date thereof in accordance with the Agreement, the aggregate amount of such Lxxxxx’s revolving credit exposure shall not exceed the Total Additional/Replacement Revolving Credit Commitment for such Class and (f) if, after giving effect to any reduction hereunder, the Letter of Credit Commitment or the Swingline Commitment exceeds the Total Revolving Credit Commitment, such Commitment shall be automatically reduced by the amount of such excess.
(b) Upon at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent and each Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the applicable Revolving Credit Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Letter of Credit Obligations shall not exceed the Letter of Credit Commitment.
(c) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f2.16(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), ; provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing BankLetter of Credit Issuer, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, Class as determined by the Borrower, in whole or in part; provided that (a) with respect any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the Commitmentsdate of termination or reduction, (b) any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of within any such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either at its direction (A) ratably among Classes or (B) first including, for the avoidance of doubt, to the Commitments with respect to any Existing Class of Extended Revolving Credit Commitments and second without any termination or reduction of the Commitments with respect to any Extended Commitments Existing Revolving Credit Class of the same Specified Existing Revolving Credit Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.172.15, (i) the Existing Revolving Credit Commitments of each Lender any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Revolving Credit Commitments so extended on such date (or, if agreed by such Lender the Borrower and (ii) the Existing Commitments of any Lender not Lenders providing such Extended Revolving Credit Commitments, by any greater amount so long as the Borrower prepays the Existing Revolving Credit Loans of such Class owed to such Lenders providing such Extended Revolving Credit Commitments shall be reduced, solely to the extent elected necessary to be reduced ensure that after giving effect to such repayment or reduction, the Existing Revolving Credit Loans of such Class are held by the Borrower pursuant Lenders of such Class on a pro rata basis in accordance with their Existing Revolving Credit Commitments of such Class after giving effect to Section 2.17, among the Class or Classes of Commitments elected by the Borrower such reduction) (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Credit Commitment of such Lender thereof (such Total Exposure revolving credit exposure and Existing Revolving Credit Commitment in the case of an Extending Lender being determined for purposes of this provisoin each case, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Revolving Credit Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion exchange pursuant to Section 2.17 2.15 of Existing Revolving Credit Commitments and Existing Revolving Credit Loans into Extended Revolving Credit Commitments and Extended Revolving Credit Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (bc) any partial reduction pursuant to this Section 4.2 shall be in the an aggregate amount of at least $10,000,000 or any whole multiple of $1,000,000 and in excess thereof, (cd) after giving effect to such termination or reduction and to any prepayments of Revolving Credit Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Revolving Credit Exposures for such Class shall not exceed the Loan LimitTotal Revolving Credit Commitment for such Class, (e) after giving effect to such termination or reduction and to any prepayments of Additional/Replacement Revolving Credit Loans of any Class or cancellation or cash collateralization of letters of credit made on the date thereof in accordance with the Agreement, the aggregate amount of such Lender’s revolving credit exposure shall not exceed the Total Additional/Replacement Revolving Credit Commitment for such Class and (f) if, after giving effect to any reduction hereunder, the Letter of Credit Commitment or the Swingline Commitment exceeds the sum of the Total Revolving Credit Commitment and the Total Additional/Replacement Revolving Credit Commitment (if any), such Commitment shall be automatically reduced by the amount of such excess.
(a) Upon at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent and the Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the applicable Revolving Credit Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Letter of Credit Obligations shall not exceed the Letter of Credit Commitment.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f2.16(a)(iv) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing BankLetter of Credit Issuer, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Samples: Third Amendment, Extension and Incremental Assumption Agreement (LPL Financial Holdings Inc.)
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the BorrowerCommitments, in whole or in part; provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments (but, for the avoidance of doubt, not first to any Extended Commitments) and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall may be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the such Lender’s Commitment of such Lender Percentage (such Total Exposure and Commitment after giving effect to any reduction in the case Existing Commitments pursuant to the foregoing clause (ii)) of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) Loan Limit and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion reduction in the Existing Commitments pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lenderforegoing clause (ii)), (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Samples: Credit Agreement (Vine Energy Inc.)
Voluntary Reduction of Commitments.
(a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the The Borrower shall have the right, at any time and from time to time, without premium penalty or penaltycharge, on any dayupon at least two days prior written notice to the Administrative Agent, to voluntarily reduce, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrowerand irrevocably, in whole a minimum amount of $5,000,000 and multiples of $1,000,000 in excess thereof, or in partto terminate, all or a portion of the then Unused Portion of the Commitments; provided that (a) any such reduction or termination shall be accompanied by payment of all accrued and unpaid facility fees with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce portion of the Commitments being reduced or terminated. Any such notice of reduction may be conditioned upon the successful closing of a new financing and the Administrative Agent will promptly notify each Bank thereof and of such Bank’s portion of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be being reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate shall have the unused amount of the Commitment of right, at any time, upon at least three (3) Banking Days’ notice to a Defaulting Lender upon not less than two Bank (2) Business Days’ prior notice with a copy to the Administrative Agent (which will promptly notify the Lenders thereofAgent), to terminate in whole such Defaulting Bank’s Commitments under this Section 2.4(b). The Borrower will pay all principal of, and in interest accrued to the date of such event payment on, Advances owing to such Defaulting Bank and pay any accrued facility fee payable to such Defaulting Bank pursuant to Section 3.2 and all other amounts payable to such Defaulting Bank hereunder (including but not limited to any increased costs, additional interest or other amounts owing under Sections 3.5 and 3.6 and any indemnification for Taxes under Section 3.10) and upon such payments, the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account obligations of such Defaulting Lender Bank hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Bank’s rights under this Agreement Sections 3.5 and 3.6 shall survive such release and discharge as to matters occurring prior to such date and (whether on account of principal, interest, fees, indemnity or other amounts), provided ii) no claim that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender Borrower may have against such Defaulting LenderBank arising out of such Defaulting Bank’s default hereunder shall be released or impaired in any way. Notwithstanding anything to The aggregate amount of the contrary contained in Commitments of the Banks once reduced pursuant this AgreementSection 2.4(b) may not be reinstated; provided, any such notice of commitment termination however, that if pursuant to this Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities2.4(b), in which case such notice may be revoked by the Borrower shall pay to a Defaulting Bank any principal of, or interest accrued on, the Advances owing to such Defaulting Bank, then the Borrower shall either (by written notice x) confirm to the Administrative Agent on or prior that, except as disclosed by the Borrower and approved in writing by the Administrative Agent, acting at the direction of the Majority Banks, the representations and warranties contained in Article 4, other than Sections 4.4, 4.6 and 4.8, are true and correct in all material respects (except that to the specified effective extent any representation or warranty is qualified by materiality, it is true and correct in all respects) on and as of such date of payment as though made on that date (except to the extent such representations and warranties specifically relate to an earlier date in which case they are true and correct in all material respects (except that to the extent any representation or warranty is qualified by materiality, it is true and correct in all respects) as of such earlier date) if such condition and no Default has occurred and is continuing or (y) pay or cause to be paid a ratable payment of principal and interest to all Banks who are not satisfied.Defaulting Banks.
Appears in 1 contract
Samples: Bridge Credit Agreement
Voluntary Reduction of Commitments. (a) Upon at least two one Business Days’ Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Revolving Credit Commitments and/or any tranche of any ClassAdditional/Replacement Revolving Credit Commitments, as determined by the Borrower, in whole or in part; provided that (a) with respect to the Revolving Credit Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Revolving Credit Commitments of each of the Lenders of such ClassRevolving Credit Lenders, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.172.15, (i) the Existing Revolving Credit Commitments of each Lender any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Revolving Credit Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Revolving Credit Loans made on such date, the Total Revolving Credit Exposure of any such Lender does not exceed the Revolving Credit Commitment of such Lender thereof (such Total Revolving Credit Exposure and Revolving Credit Commitment in the case of an Extending Lender being determined for purposes of this provisoin each case, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Revolving Credit Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Revolving Credit Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion exchange pursuant to Section 2.17 2.15 of Existing Revolving Credit Commitments and Existing Revolving Credit Loans into Extended Revolving Credit Commitments and Extended Loans Revolving Credit Loans, respectively, and prior to any reduction being made to the Revolving Credit Commitment of any other Lender), (b) with respect to any tranche of Additional/Replacement Revolving Credit Commitments, any such reduction shall apply proportionately and permanently to reduce the Additional/Replacement Revolving Credit Commitments of each of the Additional/Replacement Revolving Credit Lenders of such tranche, except that, notwithstanding the foregoing, in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.15, the Additional/Replacement Revolving Credit Commitments of any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Additional/Replacement Revolving Credit Commitments so extended on such date (provided that (x) after giving effect to any such reduction and to the repayment of any Additional/Replacement Revolving Credit Loans made on such date, the revolving credit exposure of any such Lender does not exceed the Additional/Replacement Revolving Credit Commitment thereof (such revolving credit exposure and Additional/Replacement Revolving Credit Commitment being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended Revolving Credit Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Additional/Replacement Revolving Credit Loans contemplated by the preceding clause shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any exchange pursuant to Section 2.15 of Additional/Replacement Revolving Credit Commitments and Additional/Replacement Revolving Credit Loans into Extended Revolving Credit Commitments and Extended Revolving Credit Loans, respectively, and prior to any reduction being made to the Additional/Replacement Revolving Credit Commitment of any other Lender), (c) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 and 1,000,000, (cd) after giving effect to such termination or reduction and to any prepayments of Revolving Credit Loans or cancellation or Cash Collateralization cash collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Revolving Credit Exposures shall not exceed the Loan Limit.
Total Revolving Credit Commitment and (be) The Borrower may terminate after giving effect to such termination or reduction and to any prepayments of Additional/Replacement Revolving Credit Loans of any tranche or cancellation or cash collateralization of letters of credit made on the unused date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ revolving credit exposures shall not exceed the Total Additional/Replacement Revolving Credit Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in for such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedtranche.
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Voluntary Reduction of Commitments. (a) Upon at least two three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) given by the Parent Borrower to the Administrative Agent at the Administrative Agent’s its Notice Office (which notice shall be deemed to be given on a certain day only if given before 11:00 A.M. (New York time) on such day and the Administrative Agent shall promptly transmit such notice to each of the Tranche 1 Lenders), the Parent Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or partially reduce the Commitments of any ClassTotal Unutilized Tranche 1 Commitment, as determined by the Borrower, in whole or in part; provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction shall apply to permanently reduce the Total Unutilized Tranche 1 Commitment and to proportionately reduce the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Tranche 1 Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this provisoeach Tranche 1 Lender, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 3.02(a) shall be in the amount integral multiples of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit5,000,000.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Upon at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) given by the Parent Borrower to the Administrative Agent at its Notice Office (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not notice shall be deemed to be given on a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against certain day only if given before 11:00 A.M. (New York time) on such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to day and the Administrative Agent on shall promptly transmit such notice to each of the Tranche 2 Lenders), the Parent Borrower shall have the right, without premium or prior penalty, to terminate or partially reduce the specified effective dateTotal Unutilized Tranche 2 Commitment, provided that (x) if any such condition is not satisfiedreduction shall apply to permanently reduce the Total Unutilized Tranche 2 Commitment and to proportionately reduce the Tranche 2 Commitment of each Tranche 2 Lender, and (y) any partial reduction pursuant to this Section 3.02(b) shall be in integral multiples of at least $5,000,000.
Appears in 1 contract
Samples: Credit Agreement (Endurance Specialty Holdings LTD)
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the BorrowerCommitments, in whole or in part; provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan LimitTotal Commitment.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender Bank or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Samples: Senior Secured Superpriority Debtor in Possession Credit Agreement (EP Energy LLC)
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, Class as determined by the Borrower, in whole or in part; provided that (a) with respect any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the Commitmentsdate of termination or reduction, (b) any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of within any such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either at its direction (A) ratably among Classes or (B) first including, for the avoidance of doubt, to the Commitments with respect to any Existing Class of Extended Revolving Credit Commitments and second without any termination or reduction of the Commitments with respect to any Extended Commitments Existing Revolving Credit Class of the same Specified Existing Revolving Credit Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.172.15, (i) the Existing Revolving Credit Commitments of each Lender any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Revolving Credit Commitments so extended on such date (or, if agreed by such Lender the Borrower and (ii) the Existing Commitments of any Lender not Lenders providing such Extended Revolving Credit Commitments, by any greater amount so long as the Borrower prepays the Existing Revolving Credit Loans of such Class owed to such Lenders providing such Extended Revolving Credit Commitments shall be reduced, solely to the extent elected necessary to be reduced ensure that after giving effect to such repayment or reduction, the Existing Revolving Credit Loans of such Class are held by the Borrower pursuant Lenders of such Class on a pro rata basis in accordance with their Existing Revolving Credit Commitments of such Class after giving effect to Section 2.17, among the Class or Classes of Commitments elected by the Borrower such reduction) (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Credit Commitment of such Lender thereof (such Total Exposure revolving credit exposure and Existing Revolving Credit Commitment in the case of an Extending Lender being determined for purposes of this provisoin each case, for the avoidance of doubt, exclusive of such Extending LenderXxxxxx’s Extended Revolving Credit Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion exchange pursuant to Section 2.17 2.15 of Existing Revolving Credit Commitments and Existing Revolving Credit Loans into Extended Revolving Credit Commitments and Extended Revolving Credit Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (bc) any partial reduction pursuant to this Section 4.2 shall be in the an aggregate amount of at least $10,000,000 or any whole multiple of $1,000,000 and in excess thereof, (cd) after giving effect to such termination or reduction and to any prepayments of Revolving Credit Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Revolving Credit Exposures for such Class shall not exceed the Loan LimitTotal Revolving Credit Commitment for such Class, (e) after giving effect to such termination or reduction and to any prepayments of Additional/Replacement Revolving Credit Loans of any Class or cancellation or cash collateralization of letters of credit made on the date thereof in accordance with the Agreement, the aggregate amount of such Xxxxxx’s revolving credit exposure shall not exceed the Total Additional/Replacement Revolving Credit Commitment for such Class and (f) if, after giving effect to any reduction hereunder, the Total Letter of Credit Commitment or the Total Swingline Commitment exceeds the sum of the Total Revolving Credit Commitment and the Total Additional/Replacement Revolving Credit Commitment (if any), such Commitment shall be automatically reduced by the amount of such excess.
(b) Upon at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent and each Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the applicable Revolving Credit Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Total Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, (i) the Letter of Credit Obligations shall not exceed the Total Letter of Credit Commitment and (ii) the Letter of Credit Obligations applicable to each Letter of Credit Issuer shall not exceed such Letter of Credit Issuer’s Letter of Credit Commitment.
(c) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f2.16(a)(iv) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing BankLetter of Credit Issuer, the any Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, to permanently to terminate or reduce the Commitments of any ClassCommitments, as determined by the Borrower, in whole or in part; provided that (ai) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently ratably to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender)Commitment, (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 500,000 and in an integral multiple of $100,000 in excess thereof and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the all Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing BankLetter of Credit Issuer, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Voluntary Reduction of Commitments. (a) Upon at least two 2 Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office Notice Address (which notice the Administrative Agent shall promptly transmit to each of the LendersLender in writing), the Borrower Company shall have the right, without premium or penalty, on any day, permanently to terminate the unutilized portion of the Multicurrencyany Revolving Commitments, or reduce theany Swing Line Commitment, and the Borrower under each Term Facility shall have the right, without premium or penalty, to terminate the unutilized portion of Term Commitments under such Term Facility, and, as the case may be, in each case in part or in whole; provided that:
(i) any such voluntary termination of any Class, as determined by the Borrower, in whole or in part; provided that class of Multicurrency Revolving Commitments (a) with including any revolving commitments pursuant to any Additionalin respect to the Commitmentsof any Revolving Facility, any such termination or reduction Extended Revolving Commitments and any Replacement Revolving Commitments) shall apply to proportionately and permanently to reduce the such class of Multicurrency Revolving Commitments of each of the Lenders of Multicurrency Revolving Lender under such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and Revolving Facility;
(ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and voluntary termination of the Term Commitments under any Term Facility shall apply to permanently reduce the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Term Commitment of each Term Lender under such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof Term Facility ratably in accordance with this Agreementtheir respective Term Commitments under such Term Facility, and shall apply to permanently reduce, as directed by the aggregate amount applicable Borrower, any or all of the Lenders’ Total Exposures shall not exceed Scheduled Term Repayments under such Term Facility (in the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereofamounts designated by such Borrower), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.;
Appears in 1 contract
Samples: Credit Agreement (BALL Corp)
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ the prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (in which notice case the Administrative Agent shall promptly transmit to notify each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; part; provided that (a) with respect any such notice shall be received by the Administrative Agent not later than 2:00 p.m., at least two Business Days prior to the Commitmentsproposed date of termination or reduction, (b) any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of within such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either at its direction (A) ratably among Classes or (B) first including, for the avoidance of doubt, to the Commitments with respect to any Existing Class of Extended Revolving Credit Commitments and second without any termination or reduction of the Commitments with respect to any Extended Existing Revolving Credit Commitments of the same Specified Existing Revolving Credit Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.172.15, (i) the Existing Revolving Credit Commitments of each Lender any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Revolving Credit Commitments so extended on such date (or, if agreed by such Lender the Borrower and (ii) the Existing Commitments of any Lender not Lenders providing such Extended Revolving Credit Commitments, by any greater amount so long as (a) a proportionate reduction of the Specified Existing Revolving Credit Commitments shall has been offered to each Lender to whom the applicable Revolving Credit Extension Request has been made (which may be reducedconditioned upon such Lender becoming an Extending Lender), solely and (b) the Borrower prepays the Existing Revolving Credit Loans of such Class owed to such Lenders providing such Extended Revolving Credit Commitments to the extent elected necessary to be reduced ensure that, after giving pro forma effect to such repayment or reduction, the Existing Revolving Credit Loans of such Class are held by the Borrower pursuant Lenders of such Class on a pro rata basis in accordance with their Existing Revolving Credit Commitments of such Class after giving pro forma effect to Section 2.17, among the Class or Classes of Commitments elected by the Borrower such reduction) (provided that (x) after giving pro forma effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Credit Commitment of such Lender thereof (such Total Exposure revolving credit exposure and Revolving Credit Commitment in the case of an Extending Lender being determined for purposes of this provisoin each case, for the avoidance of doubt, exclusive of such Extending LenderXxxxxx’s Extended Revolving Credit Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving pro forma effect to any conversion or exchange pursuant to Section 2.17 2.15 of Existing Revolving Credit Commitments and Existing Revolving Credit Loans into Extended Revolving Credit Commitments and Extended Revolving Credit Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (bc) any partial reduction pursuant to this Section 4.2 shall be in the an aggregate amount of at least $1,000,000 and or any whole multiple of $1,000,000 in excess thereof, in each case unless the Administrative Agent agrees otherwise, (cd) after giving pro forma effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures revolving credit exposures for such Class shall not exceed the Loan LimitTotal Revolving Credit Commitment for such Class, (e) after giving pro forma effect to such termination or reduction and to any prepayments of Replacement Revolving Credit Loans of any Class or cancellation or cash collateralization of letters of credit made on the date thereof in accordance with this Agreement, the aggregate amount of such Lenders’ revolving credit exposures for such Class shall not exceed the Total Replacement Revolving Credit Commitment for such Class and the aggregate amount of the Lenders’ revolving credit exposure for all Classes shall not exceed the Total Revolving Credit Commitment for all Classes, and (f) if, after giving pro forma effect to any reduction hereunder, the Letter of Credit Commitment or the Swingline Commitment exceeds the sum of the Total Revolving Credit Commitment and the Total Replacement Revolving Credit Commitment (if any), such Commitment shall be automatically reduced by the amount of such excess.
(b) The Upon at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent and the Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the applicable Revolving Credit Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Letter of Credit Sub-Commitment, in whole or in part, with each Letter of Credit Issuer’s Letter of Credit Sub-Commitment being reduced on a pro rata basis; provided that, after giving pro forma effect to such termination or reduction, the Letter of Credit Obligations shall not exceed the Letter of Credit Sub-Commitment.
(c) Notwithstanding anything to the contrary set forth in Section 4.2(a), the Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior written notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f2.16(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), amounts); provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing BankLetter of Credit Issuer, the any Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Voluntary Reduction of Commitments. (a) Upon at least two 2 Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office Notice Address (which notice the Administrative Agent shall promptly transmit to each of the LendersLender in writing), the Borrower Company shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments unutilized portion of any ClassRevolving Commitments, as determined by the Borroweror any Swing Line Commitment, in whole each case in part or in partwhole; provided that that:
(ai) with respect to the Commitments, any such voluntary termination or reduction of any Revolving Commitments in respect of any Revolving Facility shall apply to proportionately and permanently to reduce the such Revolving Commitments of each of the Lenders of Revolving Lender under such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and Revolving Facility;
(ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial voluntary reduction pursuant to this Section 4.2 4.1 shall be in the amount of at least $1,000,000 10,000,000 and integral multiples of $5,000,000 in excess of that amount in the relevant currency of the applicable Facility; and
(ciii) any such voluntary termination of the Revolving Commitments in respect of any Revolving Facility or Swing Line Commitment in respect of any Revolving Facility shall occur simultaneously with a voluntary prepayment pursuant to Section 4.3 to the extent necessary such that (A) the aggregate Revolving Commitments under such Revolving Facility shall not be reduced below the aggregate Effective Amount of outstanding Revolving Loans under such Revolving Facility after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, voluntary prepayment plus the aggregate amount Effective Amount of LC Obligations under such Revolving Facility and the Lenders’ Total Exposures aggregate Effective Amount of Swing Line Loans under such Revolving Facility, (B) the Multicurrency Swing Line Commitment shall not exceed be reduced below the Loan Limit.
(b) The Borrower may terminate the unused amount aggregate Effective Amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof)outstanding Multicurrency Swing Line Loans, and in such event (C) the provisions USD Swing Line Commitment shall not be reduced below the aggregate Effective Amount of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account outstanding USD Swing Line Loans. Each notice of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), commitment reductions shall be irrevocable; provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)facilities or any other financing, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on sale, acquisition, or prior to the specified effective date) if such condition is not satisfiedother transaction or event.
Appears in 1 contract
Samples: Credit Agreement (BALL Corp)
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, Class as determined by the Borrower, in whole or in part; provided that (a) with respect any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the Commitmentsdate of termination or reduction, (b) any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of within any such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either at its direction (A) ratably among Classes or (B) first including, for the avoidance of doubt, to the Commitments with respect to any Existing Class of Extended Revolving Credit Commitments and second without any termination or reduction of the Commitments with respect to any Extended Commitments Existing Revolving Credit Class of the same Specified Existing Revolving Credit Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.172.15, (i) the Existing Revolving Credit Commitments of each Lender any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Revolving Credit Commitments so extended on such date (or, if agreed by such Lender the Borrower and (ii) the Existing Commitments of any Lender not Lenders providing such Extended Revolving Credit Commitments, by any greater amount so long as the Borrower prepays the Existing Revolving Credit Loans of such Class owed to such Lenders providing such Extended Revolving Credit Commitments shall be reduced, solely to the extent elected necessary to be reduced ensure that after giving effect to such repayment or reduction, the Existing Revolving Credit Loans of such Class are held by the Borrower pursuant Lenders of such Class on a pro rata basis in accordance with their Existing Revolving Credit Commitments of such Class after giving effect to Section 2.17, among the Class or Classes of Commitments elected by the Borrower such reduction) (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Credit Commitment of such Lender thereof (such Total Exposure revolving credit exposure and Existing Revolving Credit Commitment in the case of an Extending Lender being determined for purposes of this provisoin each case, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Revolving Credit Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the 126 LPL – Conformed A&R Credit Agreement preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a5.3(a)5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion exchange pursuant to Section 2.17 2.15 of Existing Revolving Credit Commitments and Existing Revolving Credit Loans into Extended Revolving Credit Commitments and Extended Revolving Credit Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (bc) any partial reduction pursuant to this Section 4.2 shall be in the an aggregate amount of at least $10,000,000 or any whole multiple of $1,000,000 and in excess thereof, (cd) after giving effect to such termination or reduction and to any prepayments of Revolving Credit Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Revolving Credit Exposures for such Class shall not exceed the Loan LimitTotal Revolving Credit Commitment for such Class, (e) after giving effect to such termination or reduction and to any prepayments of Additional/Replacement Revolving Credit Loans of any Class or cancellation or cash collateralization of letters of credit made on the date thereof in accordance with the Agreement, the aggregate amount of such Lender’s revolving credit exposure shall not exceed the Total Additional/Replacement Revolving Credit Commitment for such Class and (f) if, after giving effect to any reduction hereunder, the Total Letter of Credit Commitment or the Total Swingline Commitment exceeds the sum of the Total Revolving Credit Commitment and the Total Additional/Replacement Revolving Credit Commitment (if any), such Commitment shall be automatically reduced by the amount of such excess.
(a) Upon at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent and each Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the applicable Revolving Credit Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Total Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, (i) the Letter of Credit Obligations shall not exceed the Total Letter of Credit Commitment and (ii) the Letter of Credit Obligations applicable to each Letter of Credit Issuer shall not exceed such Letter of Credit Issuer’s Letter of Credit Commitment.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f2.16(a)(iv) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing BankLetter of Credit Issuer, the any Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Voluntary Reduction of Commitments. (a) Upon at least two three (3) Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Notice Office (which notice the Administrative Agent’s Office Agent shall promptly transmit to each Lender), the Borrower shall have the right, without premium or penalty, to terminate the unutilized portion of the Revolving Commitments and/or, the Swing Line Commitment, as the case may be, in part or in whole; PROVIDED that (w) any such voluntary termination of the Revolving Commitments shall apply to proportionately and permanently reduce the Revolving Commitment of each Revolving Lender, (x) any partial voluntary reduction pursuant to this SECTION 4.1 shall be in the amount of at least $1,000,000 and integral multiples of $500,000 in excess of that amount, and (y) any such voluntary termination of the Revolving Commitments shall occur simultaneously with a voluntary prepayment pursuant to SECTION 4.3, such that the total of the Revolving Commitments shall not be reduced below the aggregate Assigned Dollar Value of outstanding Revolving Loans plus the Assigned Dollar Value of the aggregate LC Obligations and the Assigned Dollar Value of the Swing Line Loans.
(b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in SECTION 12.1(b), the Borrower shall have the right, upon five (5) Business Days' prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the entire Revolving Commitment of such Lender, so long as all Loans, together with accrued and unpaid interest, fees and all other amounts, due and owing to such Lender are repaid concurrently with the effectiveness of such termination at which time SCHEDULE 1.1(a) shall be deemed modified to reflect such changed amounts pursuant to SECTION 4.3(b) and the Borrower cash collateralizes such Lender's Revolver Pro Rata Share of the Assigned Dollar Value of the LC Obligations (such Total Exposure and Commitment in the case of an Extending manner set forth in SECTION 4.4(a)) then outstanding. At such time, such Lender being determined shall no longer constitute a "Lender" for purposes of this provisoAgreement, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) except with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be indemnifications in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account favor of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that which shall survive as to such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting repaid Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Samples: Credit Agreement (Gencorp Inc)
Voluntary Reduction of Commitments. (a) Upon at least two three Business Days’ Days prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that to:
(a) terminate the Total Commitment, PROVIDED that (i) all outstanding Loans are contemporaneously prepaid in accordance with respect section 5.1, and (ii) either (A) no Letters of Credit remain outstanding, or (B) the Borrower shall contemporaneously either (x) cause all outstanding Letters of Credit to be surrendered for cancellation (any such Letters of Credit to be replaced by letters of credit issued by other financial institutions acceptable to the CommitmentsRequired Lenders), or (y) the Borrower shall pay to the Administrative Agent an amount in cash and/or Cash Equivalents equal to 100% of the Letter of Credit Outstandings and the Administrative Agent shall hold such payment as security for the reimbursement obligations of the Borrower hereunder in respect of Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent and the Borrower (which shall permit certain investments in Cash Equivalents satisfactory to the Administrative Agent and the Borrower until the proceeds are applied to the secured obligations);
(b) terminate the Swing Line Revolving Commitment, PROVIDED that all outstanding Swing Line Revolving Loans are contemporaneously prepaid in accordance with section 5.1;
(c) partially and permanently reduce the Unutilized Total General Revolving Commitment, PROVIDED that (i) any such termination or reduction shall apply to proportionately and permanently to reduce the Commitments General Revolving Commitment of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and Lenders; (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction of the Unutilized Total General Revolving Commitment pursuant to this Section 4.2 section 4.2(b) shall be in the amount of at least $1,000,000 3,000,000 (or, if greater, in integral multiples of $1,000,000); and (ciii) after giving effect to any such termination or partial reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this AgreementUnutilized Total General Revolving Commitment, the aggregate Total General Revolving Commitment then in effect shall exceed the Swing Line Revolving Commitment then in effect by at least $10,000,000; and/or
(d) partially and permanently reduce the Unutilized Swing Line Revolving Commitment, PROVIDED that any partial reduction of the Unutilized Swing Line Revolving Commitment pursuant to this section 4.2(b) shall be in the amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.
at least $250,000 (b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof)or, and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)if greater, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedintegral multiples of $100,000).
Appears in 1 contract
Voluntary Reduction of Commitments. (a) Upon at least two one Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Notice Office (which notice Administrative Agent shall promptly transmit to each Lender), Borrower shall have the right, without premium or penalty, to terminate the unutilized portion of the Revolving Commitments or the Swing Line Commitment, as the case may be, in part or in whole; provided that (i) any such voluntary termination of the Revolving Commitments shall apply to proportionately and permanently reduce the Revolving Commitment of each Revolving Lender, (ii) any partial voluntary reduction pursuant to this Section 4.1 shall be in the amount of at least $1,000,000 and integral multiples of $1,000,000 in excess of that amount and (iii) any such voluntary termination of the Revolving Commitments shall occur simultaneously with a voluntary prepayment, pursuant to Section 4.3 such that the total of the Revolving Commitments shall not be reduced below the aggregate principal amount of outstanding Revolving Loans plus the aggregate LC Obligations and the Swing Line Commitment, as the case may be.
(b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), Borrower shall have the right, upon five (5) Business Days' prior written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments entire Revolving Commitment of any Classsuch Lender, so long as determined by all Loans, together with accrued and unpaid interest, fees and all other amounts, due and owing to such Lender are repaid concurrently with the Borrower, in whole or in part; provided that (a) with respect to the Commitments, any effectiveness of such termination or reduction at which time Schedule 1.1(a) shall apply proportionately and permanently be deemed modified to reduce the Commitments of each of the Lenders of reflect such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments changed amounts pursuant to Section 2.174.3(b) and Borrower shall cash collateralize such Lender's Revolver Pro Rata Share of the LC Obligations (in the manner set forth in Section 4.4(c)) then outstanding. At such time, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined no longer constitute a "Lender" for purposes of this provisoAgreement, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) except with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender indemnifications under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that which shall survive as to such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting repaid Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Samples: Credit Agreement (TNS Inc)
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, Class as determined by the Borrower, in whole or in part; provided that (a) with respect any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the Commitmentsdate of termination or reduction, (b) any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of within any such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either at its direction (A) ratably among Classes or (B) first including, for the avoidance of doubt, to the Commitments with respect to any Existing Class of Extended Revolving Credit Commitments and second without any termination or reduction of the Commitments with respect to any Extended Commitments Existing Revolving Credit Class of the same Specified Existing Revolving Credit Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.172.15, (i) the Existing Revolving Credit Commitments of each Lender any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Revolving Credit Commitments so extended on such date (or, if agreed by such Lender the Borrower and (ii) the Existing Commitments of any Lender not Lenders providing such Extended Revolving Credit Commitments, reduced by any greater amount so long as the Borrower prepays the Existing Revolving Credit Loans of such Class owed to such Lenders providing such Extended Revolving Credit Commitments shall be reduced, solely to the extent elected necessary to be reduced ensure that after giving effect to such repayment or reduction, the Existing Revolving Credit Loans of such Class are held by the Borrower pursuant Lenders of such Class on a pro rata basis in accordance with their Existing Revolving Credit Commitments of such Class after giving effect to Section 2.17, among the Class or Classes of Commitments elected by the Borrower such reduction) (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Credit Commitment of such Lender (such Total Exposure revolving credit exposure and Existing Revolving Credit Commitment in the case of an Extending Lender being determined for purposes of this provisoin each case, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Revolving Credit Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion exchange pursuant to Section 2.17 2.15 of Existing Revolving Credit Commitments and Existing Revolving Credit Loans into Extended Revolving Credit Commitments and Extended Revolving Credit Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (bc) any partial reduction pursuant to this Section 4.2 shall be in the an aggregate amount of at least $10,000,000 or any whole multiple of $1,000,000 and in excess thereof, (cd) after giving effect to such termination or reduction and to any prepayments of Revolving Credit Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Revolving Credit Exposures for such Class shall not exceed the Loan LimitTotal Revolving Credit Commitment for such Class, (e) after giving effect to such termination or reduction and to any prepayments of Additional/Replacement Revolving Credit Loans of any Class or cancellation or cash collateralization of letters of credit made on the date thereof in accordance with the Agreement, the aggregate amount of such Lender’s revolving credit exposure shall not exceed the Total Additional/Replacement Revolving Credit Commitment for such Class and (f) if, after giving effect to any reduction hereunder, the Letter of Credit Commitment or the Swingline Commitment exceeds the Total Revolving Credit Commitment, such Commitment shall be automatically reduced by the amount of such excess.
(b) Upon at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent and each Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the applicable Revolving Credit Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Letter of Credit Obligations shall not exceed the Letter of Credit Commitment.
(c) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f2.16(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), ; provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing BankLetter of Credit Issuer, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Voluntary Reduction of Commitments. (a) Upon at least two three Business Days’ Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s its Notice Office (which notice shall be deemed to be given on a certain day only if given before 2:00 P.M. (New York time) on such day and shall be promptly transmitted by the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrowerreduce, in whole or in part; provided that (a) with respect to , the CommitmentsTotal Unutilized Revolving Commitment or the Total Delayed-Draw Term Commitment, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such partial reduction shall apply to proportionately and permanently reduce the Revolving Commitments or Delayed-Draw Term Commitments, as the case may be, of each Lender with such a Commitment, (y) in the case of any reduction to the repayment of Total Unutilized Revolving Commitment, no such reduction shall reduce any Loans made on such date, Lender’s Revolving Commitment by an amount greater than the Total Exposure of any such Lender does not exceed the then Unutilized Revolving Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (bz) any partial reduction pursuant to this Section 4.2 2.02(a) shall be in the amount integral multiples of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit1,000,000.
(b) The In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 11.12(b), the Borrower may terminate shall have the unused amount of right, subject to obtaining the Commitment of a Defaulting Lender consents required by Section 11.12(b), upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the specified effective date) Lenders), to terminate the entire Delayed-Draw Term Commitment and/or Revolving Commitment of such Lender, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Lender (including all amounts, if any, owing pursuant to Section 1.11 but excluding amounts owing in respect of Loans of any Facility maintained by such Lender, if such condition is Loans are not satisfiedbeing repaid pursuant to Section 11.12(b)) are repaid concurrently with the effectiveness of such termination (at which time Annex I shall be deemed modified to reflect such changed amounts) and at such time, unless the respective Lender continues to have outstanding Commitments and/or Loans hereunder, such Lender shall no longer constitute a “Lender” for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, Sections 1.10, 1.11, 1A.06, 3.04, 11.01 and 11.06), which shall survive as to such repaid Lender.
Appears in 1 contract
Voluntary Reduction of Commitments.
(a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the The Borrower shall have the right, at any time and from time to time, without premium penalty or penaltycharge, on any dayupon at least two days prior written notice to the Administrative Agent, to voluntarily reduce, permanently and irrevocably, in a minimum amount of $5,000,000 and multiples of $1,000,000 in excess thereof, or to terminate terminate, all or reduce a portion of the then Unused Portion of the Commitments of any Class, as determined by the Borrower, in whole or in partTranche; provided that (a) any such reduction or termination shall be accompanied by payment of all accrued and unpaid facility fees with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce portion of the Commitments being reduced or terminated. Any such notice of reduction may be conditioned upon the successful closing of a new financing and the Administrative Agent will promptly notify each Bank thereof and of such Bank’s portion of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be being reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate shall have the unused amount of the Commitment of right, at any time, upon at least three (3) Banking Days’ notice to a Defaulting Lender upon not less than two Bank (2) Business Days’ prior notice with a copy to the Administrative Agent (which will promptly notify the Lenders thereofAgent), to terminate in whole such Defaulting Bank’s Commitments under this Section 2.4(b). The Borrower will pay all principal of, and in interest accrued to the date of such event payment on, Advances owing to such Defaulting Bank and pay any accrued facility fee payable to such Defaulting Bank pursuant to Section 3.2 and all other amounts payable to such Defaulting Bank hereunder (including but not limited to any increased costs, additional interest or other amounts owing under Sections 3.5 and 3.6 and any indemnification for Taxes under Section 3.10) and upon such payments, the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account obligations of such Defaulting Lender Bank hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Bank’s rights under this Agreement Sections 3.5 and 3.6 shall survive such release and discharge as to matters occurring prior to such date and (whether on account of principal, interest, fees, indemnity or other amounts), provided ii) no claim that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender Borrower may have against such Defaulting LenderBank arising out of such Defaulting Bank’s default hereunder shall be released or impaired in any way. Notwithstanding anything to The aggregate amount of the contrary contained in Commitments of the Banks once reduced pursuant this AgreementSection 2.4(b) may not be reinstated; provided, any such notice of commitment termination however, that if pursuant to this Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities2.4(b), in which case such notice may be revoked by the Borrower shall pay to a Defaulting Bank any principal of, or interest accrued on, the Advances owing to such Defaulting Bank, then the Borrower shall either (by written notice x) confirm to the Administrative Agent on or prior that, except as disclosed by the Borrower and approved in writing by the Administrative Agent, acting at the direction of the Majority Banks, the representations and warranties contained in Article 4, other than Sections 4.4, 4.6 and 4.8, are true and correct in all material respects (except that to the specified effective extent any representation or warranty is qualified by materiality, it is true and correct in all respects) on and as of such date of payment as though made on that date (except to the extent such representations and warranties specifically relate to an earlier date in which case they are true and correct in all material respects (except that to the extent any representation or warranty is qualified by materiality, it is true and correct in all respects) as of such earlier date) if such condition and no Default has occurred and is continuing or (y) pay or cause to be paid a ratable payment of principal and interest to all Banks who are not satisfiedDefaulting Banks.
Appears in 1 contract
Samples: Term Loan Credit Agreement
Voluntary Reduction of Commitments. (a) Upon at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) given by the Parent Borrower to the Administrative Agent at the Administrative Agent’s its Notice Office (which notice shall be deemed to be given on a certain day only if given before 11:00 A.M. (New York time) on such day and the Administrative Agent shall promptly transmit such notice to each of the Tranche 1 Lenders), the Parent Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or partially reduce the Commitments of any ClassTotal Unutilized Tranche 1 Commitment, as determined by the Borrower, in whole or in part; provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction shall apply to permanently reduce the Total Unutilized Tranche 1 Commitment and to proportionately reduce the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Tranche 1 Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this provisoeach Tranche 1 Lender, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 3.02(a) shall be in the amount integral multiples of at least $1,000,000 and (c) after giving effect 5,000,000. Back to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.Contents
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Upon at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) given by the Parent Borrower to the Administrative Agent at its Notice Office (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not notice shall be deemed to be given on a waiver or release certain day only if given before 11:00 A.M. (New York time) on such day and the Administrative Agent shall promptly transmit such notice to each of any claim the BorrowerTranche 2 Lenders), the Parent Borrower shall have the right, without premium or penalty, to terminate or partially reduce the Total Unutilized Tranche 2 Commitment, provided that (x) any such reduction shall apply to permanently reduce the Total Unutilized Tranche 2 Commitment and to proportionately reduce the Tranche 2 Commitment of each Tranche 2 Lender, and (y) any partial reduction pursuant to this Section 3.02(b) shall be in integral multiples of at least $5,000,000.
(c) Upon at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) given by the Parent Borrower to the Administrative Agent, any Issuing BankAgent at its Notice Office (which notice shall be deemed to be given on a certain day only if given before 11:00 A.M. (New York time) on such day and the Administrative Agent shall promptly transmit such notice to each of the Tranche 3 Lenders), the Swingline Lender Parent Borrower shall have the right, without premium or penalty, to terminate or partially reduce the Total Unutilized Tranche 3 Commitment, provided that (x) any Lender may have against such Defaulting reduction shall apply to permanently reduce the Total Unutilized Tranche 3 Commitment and to proportionately reduce the Tranche 3 Commitment of each Tranche 3 Lender. , and (y) any partial reduction pursuant to this Section 3.02(c) shall be in integral multiples of at least $5,000,000.
(d) Notwithstanding anything to the contrary contained in this Section 3.02 or elsewhere in this Agreement, any such notice of commitment termination reductions to the Total Unutilized Tranche 1 Commitment, the Total Unutilized Tranche 2 Commitment or the Total Unutilized Tranche 3 Commitment, made pursuant to Section 4.2 may state that it is conditioned upon Sections 3.02(a), (b) or (c), respectively, shall be applied pro rata to the occurrence or non-occurrence Total Tranche 1 Commitment, the Total Tranche 2 Commitment and the Total Tranche 3 Commitment based on the Tranche 1 Reduction Percentage, the Tranche 2 Reduction Percentage and the Tranche 3 Reduction Percentage, in each case as in effect at the time of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedreduction.
Appears in 1 contract
Samples: Credit Agreement (Endurance Specialty Holdings LTD)
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ the prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (in which notice case the Administrative Agent shall promptly transmit to notify each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (a) with respect any such notice shall be received by the Administrative Agent not later than 1:00 p.m., at least two Business Days prior to the Commitmentsproposed date of termination or reduction, (b) any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of within such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either at its direction (A) ratably among Classes or (B) first including, for the avoidance of doubt, to the Commitments with respect to any Existing Class of Extended Revolving Credit Commitments and second without any termination or reduction of the Commitments with respect to any Extended Existing Revolving Credit Commitments of the same Specified Existing Revolving Credit Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.172.15, (i) the Existing Revolving Credit Commitments of each Lender any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Revolving Credit Commitments so extended on such date (or, if agreed by such Lender the Borrower and (ii) the Existing Commitments of any Lender not Lenders providing such Extended Revolving Credit Commitments, by any greater amount so long as (a) a proportionate reduction of the Specified Existing Revolving Credit Commitments shall has been offered to each Lender to whom the applicable Revolving Credit Extension Request has been made (which may be reducedconditioned upon such Lender becoming an Extending Lender), solely and (b) the Borrower prepays the Existing Revolving Credit Loans of such Class owed to such Lenders providing such Extended Revolving Credit Commitments to the extent elected necessary to be reduced ensure that, after giving pro forma effect to such repayment or reduction, the Existing Revolving Credit Loans of such Class are held by the Borrower pursuant Lenders of such Class on a pro rata basis in accordance with their Existing Revolving Credit Commitments of such Class after giving pro forma effect to Section 2.17, among the Class or Classes of Commitments elected by the Borrower such reduction) (provided that (x) after giving pro forma effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Credit Commitment of such Lender thereof (such Total Exposure revolving credit exposure and Revolving Credit Commitment in the case of an Extending Lender being determined for purposes of this provisoin each case, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Revolving Credit Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving pro forma effect to any conversion or exchange pursuant to Section 2.17 2.15 of Existing Revolving Credit Commitments and Existing Revolving Credit Loans into Extended Revolving Credit Commitments and Extended Revolving Credit Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (bc) any partial reduction pursuant to this Section 4.2 4.2 shall be in the an aggregate amount of at least $1,000,000 and or any whole multiple of $1,000,000 in excess thereof, (cd) after giving pro forma effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures revolving credit exposures for such Class shall not exceed the Loan LimitTotal Revolving Credit Commitment for such Class, (e) after giving pro forma effect to such termination or reduction and to any prepayments of Additional/Replacement Revolving Credit Loans of any Class or cancellation or cash collateralization of letters of credit made on the date thereof in accordance with this Agreement, the aggregate amount of such Lenders’ revolving credit exposures for such Class shall not exceed the Total Additional/Replacement Revolving Credit Commitment for such Class and the aggregate amount of the Lenders’ revolving credit exposure for all Classes shall not exceed the Total Revolving Credit Commitment for all Classes, and (f) if, after giving pro forma effect to any reduction hereunder, the Letter of Credit Commitment or the Swingline Commitment exceeds the sum of the Total Revolving Credit Commitment and the Total Additional/Replacement Revolving Credit Commitment (if any), such Commitment shall be automatically reduced by the amount of such excess.
(b) The Upon at least one Business Day’s prior written notice to the Administrative Agent and the Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the applicable Revolving Credit Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Letter of Credit Sub-Commitment, in whole or in part; provided that, after giving pro forma effect to such termination or reduction, the Letter of Credit Obligations shall not exceed the Letter of Credit Sub-Commitment.
(c) Notwithstanding anything to the contrary set forth in Section 4.2(a), the Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f2.16(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), ; provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing BankLetter of Credit Issuer, the any Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Samples: Incremental Revolving Credit Commitment Increase Agreement (MultiPlan Corp)
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the The Borrower shall have the right, at any time and from time to time, without premium penalty or penaltycharge, on any dayupon at least two days prior written notice to the Administrative Agent, to voluntarily reduce, permanently and irrevocably, in a minimum amount of $5,000,000 and multiples of $1,000,000 in excess thereof, or to terminate terminate, all or reduce a portion of the then Unused Portion of the Commitments of any Class, as determined by the Borrower, in whole or in partTranche; provided that (a) any such reduction or termination shall be accompanied by payment of all accrued and unpaid facility fees with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce portion of the Commitments being reduced or terminated. Any such notice of reduction may be conditioned upon the successful closing of a new financing and the Administrative Agent will promptly notify each Bank thereof and of such Bank’s portion of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be being reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate shall have the unused amount of the Commitment of right, at any time, upon at least three (3) Banking Days’ notice to a Defaulting Lender upon not less than two Bank (2) Business Days’ prior notice with a copy to the Administrative Agent (which will promptly notify the Lenders thereofAgent), to terminate in whole such Defaulting Bank’s Commitments under this Section 2.4(b). The Borrower will pay all principal of, and in interest accrued to the date of such event payment on, Advances owing to such Defaulting Bank and pay any accrued facility fee payable to such Defaulting Bank pursuant to Section 3.2 and all other amounts payable to such Defaulting Bank hereunder (including but not limited to any increased costs, additional interest or other amounts owing under Sections 3.5 and 3.6 and any indemnification for Taxes under Section 3.10) and upon such payments, the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account obligations of such Defaulting Lender Bank hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Bank’s rights under this Agreement Sections 3.5 and 3.6 shall survive such release and discharge as to matters occurring prior to such date and (whether on account of principal, interest, fees, indemnity or other amounts), provided ii) no claim that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender Borrower may have against such Defaulting LenderBank arising out of such Defaulting Bank’s default hereunder shall be released or impaired in any way. Notwithstanding anything to The aggregate amount of the contrary contained in Commitments of the Banks once reduced pursuant this AgreementSection 2.4(b) may not be reinstated; provided, any such notice of commitment termination however, that if pursuant to this Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities2.4(b), in which case such notice may be revoked by the Borrower shall pay to a Defaulting Bank any principal of, or interest accrued on, the Advances owing to such Defaulting Bank, then the Borrower shall either (by written notice x) confirm to the Administrative Agent on or prior that, except as disclosed by the Borrower and approved in writing by the Administrative Agent, acting at the direction of the Majority Banks, the representations and warranties contained in Article 4, other than Sections 4.4, 4.6 and 4.8, are true and correct in all material respects (except that to the specified effective extent any representation or warranty is qualified by materiality, it is true and correct in all respects) on and as of such date of payment as though made on that date (except to the extent such representations and warranties specifically relate to an earlier date in which case they are true and correct in all material respects (except that to the extent any representation or warranty is qualified by materiality, it is true and correct in all respects) as of such earlier date) if such condition and no Default has occurred and is continuing or (y) pay or cause to be paid a ratable payment of principal and interest to all Banks who are not satisfiedDefaulting Banks.
Appears in 1 contract
Voluntary Reduction of Commitments. (a) Upon at least two one Business Days’ Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Notice Office (which notice shall be deemed to be given on a certain day only if given before 2:00 P.M. (New York time) on such day and shall be promptly transmitted by the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or partially reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (Total Unutilized Revolving Commitment provided that (x) after giving effect to any such partial reduction shall apply to proportionately and to permanently reduce the repayment Revolving Commitment of each RF Lender, (y) no such reduction shall reduce any Loans made on such date, Non-Defaulting Lender’s Revolving Commitment in an amount greater than the Total Exposure of any such Lender does not exceed the then Unutilized Revolving Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (bz) any partial reduction pursuant to this Section 4.2 3.02 shall be in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit1,000,000.
(b) The Borrower may terminate In the unused amount of the Commitment event of a Defaulting refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 12.12(b), the Borrower may, subject to its compliance with the requirements of Section 12.12(b), upon not less than two (2) five Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) terminate all of the Commitments of such Lender, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Lender are repaid concurrently with the effectiveness of such termination pursuant to Section 4.01(b) (at which time Schedule I shall be deemed modified to reflect such changed amounts, and the Adjusted RF Percentages of the various RF Lenders shall be automatically adjusted to give effect to such changes) and any mandatory repayments required pursuant to Section 4.02(A)(a) as a result of the changes to the specified effective date) if Adjusted RF Percentages of the various RF Lenders are made, and at such condition is not satisfiedtime, such Lender shall no longer constitute a “Lender” for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.05, 4.04, 11.06 and 12.01), which shall survive as to such repaid Lender.
Appears in 1 contract
Samples: Credit Agreement (RBS Global Inc)
Voluntary Reduction of Commitments. (a) Upon at least two (2) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, to permanently to terminate or reduce the Commitments of any ClassCommitments, as determined by the Borrower, in whole or in part; provided that (ai) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently ratably to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender)Commitment, (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 and in an integral multiple of $100,000 in excess thereof and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the all Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing BankLetter of Credit Issuer, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, to permanently to terminate or reduce the Commitments of any ClassCommitments, as determined by the Borrower, in whole or in part; provided that (ai) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently ratably to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoingLender’s Commitment, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 500,000 and in an integral multiple of $100,000 in excess thereof and (ciii) after giving effect to such termination or reduction and to any prepayments of DIP Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the all Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its sole discretion) prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender Letter of Credit Issuer or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Samples: Senior Secured Super Priority Debtor in Possession Credit Agreement (Denbury Resources Inc)
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Available Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments shall be allocated ratably among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender)Commitments, (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreementreduction, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior written notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender Agent or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Samples: Credit Agreement (Vine Energy Inc.)
Voluntary Reduction of Commitments. (a) Upon at least two three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or to partially and permanently reduce the Commitments of any ClassUnutilized Total General Revolving Commitment or the Unutilized Total Swing Line Revolving Commitment, as determined by the Borrower, in whole or in part; provided PROVIDED that (ai) with respect to the Commitments, any such termination or reduction shall apply to proportionately and permanently to reduce the Commitments General Revolving Loan Commitment or Swing Line Revolving Loan Commitment, as the case may be, if any, of each of the Lenders of such Class, except that, notwithstanding the foregoingaffected Lenders, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction of the Unutilized Total General Revolving Loan Commitment or Unutilized Total Swing Line Revolving Loan Commitment, as the case may be, pursuant to this Section section 4.2 shall be in the amount of at least $1,000,000 and 5,000,000 (c) after giving effect to such termination or or, if greater, in integral multiples of $1,000,000),in the case of a reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Unutilized Total Exposures shall not exceed the General Revolving Loan Limit.
Commitment, or $1,000,000 (b) The Borrower may terminate the unused amount or, if greater, in integral multiples of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities$100,000), in which the case such notice of a reduction of the Unutilized Total Swing Line Revolving Loan Commitment, (iii) the Total General Revolving Loan Commitment may not be revoked by terminated prior to termination of the Borrower Total Swing Line Revolving Commitment, and (by written notice iv) the Total General Revolving Loan Commitment may not be reduced below an amount equal to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedTotal Swing Line Revolving Commitment.
Appears in 1 contract
Samples: Credit Agreement (Essef Corp)
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Samples: Credit Agreement (EP Energy Corp)
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, Class as determined by the Borrower, in whole or in part; provided that (a) with respect any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the Commitmentsdate of termination or reduction, (b) any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of within any such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either at its direction (A) ratably among Classes or (B) first including, for the avoidance of doubt, to the Commitments with respect to any Existing Class of Extended Revolving Credit Commitments and second without any termination or reduction of the Commitments with respect to any Extended Commitments Existing Revolving Credit Class of the same Specified Existing Revolving Credit Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.172.15, (i) the Existing Revolving Credit Commitments of each Lender any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Revolving Credit Commitments so extended on such date (or, if agreed by such Lender the Borrower and (ii) the Existing Commitments of any Lender not Lenders providing such Extended Revolving Credit Commitments, reduced by any greater amount so long as the Borrower prepays the Existing Revolving Credit Loans of such Class owed to such Lenders providing such Extended Revolving Credit Commitments shall be reduced, solely to the extent elected necessary to be reduced ensure that after giving effect to such repayment or reduction, the Existing Revolving Credit Loans of such Class are held by the Borrower pursuant Lenders of such Class on a pro rata basis in accordance with their Existing Revolving Credit Commitments of such Class after giving effect to Section 2.17, among the Class or Classes of Commitments elected by the Borrower such reduction) (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Credit Commitment of such Lender (such Total Exposure revolving credit exposure and Existing Revolving Credit Commitment in the case of an Extending Lender being determined for purposes of this provisoin each case, for the avoidance of doubt, exclusive of such Extending LenderXxxxxx’s Extended Revolving Credit Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), exposure
(b) any partial reduction pursuant to this Section 4.2 shall be in the amount of Upon at least $1,000,000 one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent and each Letter of Credit Issuer (c) which notice the Administrative Agent shall promptly transmit to each of the applicable Revolving Credit Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters reduction, the Letter of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures Obligations shall not exceed the Loan LimitLetter of Credit Commitment.
(bc) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f2.16(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), ; provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing BankLetter of Credit Issuer, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Voluntary Reduction of Commitments. (a) Upon at least two three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Notice Office (which notice Administrative Agent shall promptly transmit to each Lender), Borrower shall have the right, without premium or penalty, to terminate the unutilized portion of the Domestic Revolving Commitments and/or Multicurrency Revolving Commitments and/or the Swing Line Commitment, as the case may be, in part or in whole; provided that (x) any such voluntary termination of the Domestic Revolving Commitments or Multicurrency Revolving Commitments shall apply to proportionately and permanently reduce the Domestic Revolving Commitment or Multicurrency Revolving Commitment, as the case may be, of each Domestic Revolving Lender or Multicurrency Revolving Lender, as the case may be, (y) any partial voluntary reduction pursuant to this SECTION 4.1 shall be in the amount of at least $5,000,000 and integral multiples of $1,000,000 in excess of that amount in the case of the Domestic Revolving Commitments and 5,000,000 Euro and integral multiples of 1,000,000 Euro in excess of that amount in the case of the Multicurrency Revolving Commitments denominated in Euro and with respect to Multicurrency Revolving Commitments denominated in an Alternative Currency, the Dollar Equivalent in such Alternative Currency of $5,000,000 (rounded to the nearest one hundred thousand units of such Alternative Currency) and integral multiples of the Dollar Equivalent of $1,000,000 (rounded to the nearest one hundred thousand units of such Alternative Currency) in excess of that amount and (z) (i) any such voluntary termination of the Domestic Revolving Commitments shall occur simultaneously with a voluntary prepayment, pursuant to SECTION 4.3, such that the total of the Domestic Revolving Commitments shall not be reduced below the aggregate principal amount of outstanding Domestic Revolving Loans plus the aggregate LC Obligations and the Swing Line Loan Commitment and (ii) any such voluntary termination of the Multicurrency Revolving Commitments shall occur simultaneously with a voluntary prepayment, pursuant to SECTION 4.3, such that the total of the Multicurrency Revolving Commitments shall not be reduced below the aggregate principal Euro Equivalent amount of outstanding Multicurrency Revolving Loans.
(b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in SECTION 12.1(B), Borrower shall have the right, upon five (5) Business Days' prior written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the entire Domestic Revolving Commitment and/or Multicurrency Revolving Commitment of such Lender, so long as all Loans, together with accrued and unpaid interest, fees and all other amounts, due and owing to such Lender are repaid concurrently with the effectiveness of such termination at which time Schedule 1.1 shall be deemed modified to reflect such changed amounts pursuant to SECTION 4.3(B) and Borrower cash collateralizes such Lender's Domestic Revolver Pro Rata Share of the Effective Amount of the LC Obligations (such Total Exposure and Commitment in the case of an Extending manner set forth in SECTION 4.4(A)) then outstanding. At such time, such Lender being determined shall no longer constitute a "Lender" for purposes of this provisoAgreement, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) except with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender indemnifications under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that which shall survive as to such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting repaid Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Samples: Credit Agreement (Noveon Inc)
Voluntary Reduction of Commitments. (a) Upon at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Notice Office (which notice Agent shall promptly transmit to each Lender), Borrower shall have the Administrative right, from time to time and without premium or penalty, to terminate the unutilized portion of the Revolving Commitments or the Swing Line Commitment, as the case may be, in part or in whole; provided that (x) any such voluntary termination of the Revolving Commitments shall apply to proportionately and permanently reduce the Revolving Commitment of each Revolving Lender, (y) any partial voluntary reduction pursuant to this Section 4.1 shall be in the amount of at least $5,000,000 and integral multiples of $5,000,000 in excess of that amount and (z) no such voluntary termination of the Revolving Commitments shall be permitted if the effect thereof would be to reduce the total of the Revolving Commitments below the aggregate principal amount of outstanding Revolving Loans plus the aggregate LC Obligations and the Swing Line Loan Commitment. The parties hereto acknowledge that the Borrower has on the Restatement Date and prior to the Term Loan Conversion permanently reduced the Revolving Commitments by the amount of the Revolver Commitment Reduction .
(b) In the event of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Majority Lenders as provided in Section 11.1(b), Borrower shall have the right, upon five (5) Business Days’ prior written notice to Agent (which notice Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments entire Revolving Commitment of any Classsuch Lender, so long as determined by all Loans, together with accrued and unpaid interest, fees and all other amounts, due and owing to such Lender are repaid concurrently with the Borrower, in whole or in part; provided that (a) with respect to the Commitments, any effectiveness of such termination or reduction at which time Schedule 1.1(b) shall apply proportionately and permanently be deemed modified to reduce the Commitments of each of the Lenders of reflect such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments changed amounts pursuant to Section 2.174.1(a) and Borrower cash collateralizes such Lender’s Commitment Percentage of the LC Obligations. At such time, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined no longer constitute a “Lender” for purposes of this provisoAgreement, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) except with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender indemnifications under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that which shall survive as to such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting repaid Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Samples: Second Amendment and Restatement Agreement (BMC Industries Inc/Mn/)
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ the prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (in which notice case the Administrative Agent shall promptly transmit to notify each of the applicable Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (ai) with respect any such notice shall be received by the Administrative Agent not later than 1:00 p.m., at least two Business Days prior to the Commitmentsproposed date of termination or reduction, (ii) any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of within such Class, except that, notwithstanding the foregoing, (1a) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either at its direction (A) ratably among Classes or (B) first including, for the avoidance of doubt, to the Commitments with respect to any Existing Class of Extended Revolving Credit Commitments and second without any termination or reduction of the Commitments with respect to any Extended Existing Revolving Credit Commitments of the same Specified Existing Revolving Credit Commitment Class) and (2b) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.172.15, (i) the Existing Revolving Credit Commitments of each Lender any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Revolving Credit Commitments so extended on such date (or, if agreed by the Borrower and the Lenders providing such Extended Revolving Credit Commitments, by any greater amount so long as (i) a proportionate reduction of the Specified Existing Revolving Credit Commitments has been offered to each Lender to whom the applicable Revolving Credit Extension Request has been made (which may be conditioned upon such Lender becoming an Extending Lender), and (ii) the Borrower prepays the Existing Commitments Revolving Credit Loans of any Lender not such Class owed to such Lenders providing such Extended Revolving Credit Commitments shall be reduced, solely to the extent elected necessary to be reduced ensure that, after giving pro forma effect to such repayment or reduction, the Existing Revolving Credit Loans of such Class are held by the Borrower pursuant Lenders of such Class on a pro rata basis in accordance with their Existing Revolving Credit Commitments of such Class after giving pro forma effect to Section 2.17, among the Class or Classes of Commitments elected by the Borrower such reduction) (provided that (x) after giving pro forma effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Credit Commitment of such Lender thereof (such Total Exposure revolving credit exposure and Revolving Credit Commitment in the case of an Extending Lender being determined for purposes of this provisoin each case, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Revolving Credit Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving pro forma effect to any conversion or exchange pursuant to Section 2.17 2.15 of Existing Revolving Credit Commitments and Existing Revolving Credit Loans into Extended Revolving Credit Commitments and Extended Revolving Credit Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (biii) any partial reduction pursuant to this Section 4.2 shall be in the an aggregate amount of at least $1,000,000 and (cor, in the case of Revolving Credit Loans denominated in an Alternative Currency, €1,000,000, CAN$1,000,000, £1,000,000, A$1,000,000 or like amount in any other Alternative Currency, as applicable) or any whole multiple of $1,000,000 (or, in the case of Revolving Credit Loans denominated in an Alternative Currency, €1,000,000, CAN$1,000,000, £1,000,000, A$1,000,000 or like amount in any other Alternative Currency, as applicable) in excess thereof, in each case unless the Administrative Agent otherwise agrees, (iv) after giving pro forma effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures revolving credit exposures for such Class shall not exceed the Loan LimitTotal Revolving Credit Commitment for such Class, (v) after giving pro forma effect to such termination or reduction and to any prepayments of Additional/Replacement Revolving Credit Loans of any Class or cancellation or cash collateralization of letters of credit made on the date thereof in accordance with this Agreement, the aggregate amount of such Lenders’ revolving credit exposures for such Class shall not exceed the Total Additional/Replacement Revolving Credit Commitment for such Class and the aggregate amount of the Lenders’ revolving credit exposure for all Classes shall not exceed the Total Revolving Credit Commitment for all Classes, and (vi) if, after giving pro forma effect to any reduction hereunder, the Letter of Credit Commitment or the Swingline Commitment exceeds the sum of the Total Revolving Credit Commitment and the Total Additional/Replacement Revolving Credit Commitment (if any), such Commitment shall be automatically reduced by the amount of such excess.
(b) The Upon at least one Business Day’s prior written notice to the Administrative Agent and the applicable Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the applicable Revolving Credit Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Letter of Credit Sub-Commitment, in whole or in part, with, if applicable, each Letter of Credit Issuer’s Letter of Credit Sub-Commitment being reduced on a pro rata basis; provided that, after giving pro forma effect to such termination or reduction, the Letter of Credit Obligations shall not exceed the Letter of Credit Sub-Commitment.
(c) Notwithstanding anything to the contrary set forth in Section 4.2(a), the Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior written notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f2.16(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), ; provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing BankLetter of Credit Issuer, the any Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Samples: Credit Agreement (MultiPlan Corp)
Voluntary Reduction of Commitments. (a) Upon at least two (2) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office Notice Address (which notice the Administrative Agent shall promptly transmit to each of the LendersLender), the (i) U.S. Borrower shall have the right, without premium or penalty, on any day, permanently to terminate the unutilized portion of the Dollar Revolving Commitments or reduce the Commitments of any Class, as determined by the Borrower, Swing Line Commitment in whole or in part; provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) European Borrower shall have the Existing right, without premium or penalty, to terminate the unutilized portion of the Multicurrency Revolving Commitment or Swing Line Commitment in part or in whole, and (iii) Canadian Borrower shall have the right, without premium or penalty, to terminate the unutilized portion of the Canadian Revolving Commitments of any Lender not providing such Extended Commitments shall be reducedin part or in whole; in each case, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction voluntary termination of the Dollar Revolving Commitment, Multicurrency Revolving Commitment or Canadian Revolving Commitment shall apply to proportionately and to permanently reduce the repayment of any Loans made on such dateDollar Revolving Commitment, the Total Exposure of any such Lender does not exceed the Multicurrency Revolving Commitment or Canadian Revolving Commitment of such each Dollar Revolving Lender, Multicurrency Revolving Lender (such Total Exposure and Commitment in or Canadian Revolving Lender, as the case of an Extending Lender being determined for purposes of this provisomay be, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial voluntary reduction pursuant to this Section 4.2 4.1 shall be in the amount of at least $1,000,000 10,000,000 and integral multiples of $5,000,000 in excess of that amount and (cz) after giving effect any such voluntary termination of the Dollar Revolving Commitment, Multicurrency Revolving Commitment or Canadian Revolving Commitment shall occur simultaneously with a voluntary prepayment, pursuant to Section 4.3 such termination that the total of the Dollar Revolving Commitment, Multicurrency Revolving Commitment or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, Canadian Revolving Commitment shall not be reduced below (1) the aggregate principal amount of outstanding Dollar Revolving Loans in the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount case of the Commitment of a Defaulting Lender upon not less than two Dollar Revolving Commitment; (2) Business Days’ prior notice to Multicurrency Revolving Loans plus the Administrative Agent aggregate Effective Amount of Multicurrency LC Obligations and Swing Line Loans, in the case of Multicurrency Revolving Commitments and (which will promptly notify 3) Canadian Revolving Loans plus the Lenders thereof)Effective Amount of Canadian LC Obligations, in the case of Canadian Revolving Commitments and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will Swing Line Commitment shall not be deemed to be a waiver or release reduced below the aggregate principal amount of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedSwing Line Loans.
Appears in 1 contract
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, Class as determined by the Borrower, in whole or in part; provided that (a) with respect any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the Commitmentsdate of termination or reduction, (b) any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of within any such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either at its direction (A) ratably among Classes or (B) first including, for the avoidance of doubt, to the Commitments with respect to any Existing Class of Extended Revolving Credit Commitments and second without any termination or reduction of the Commitments with respect to any Extended Commitments Existing Revolving Credit Class of the same Specified Existing Revolving Credit Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.172.15, (i) the Existing Revolving Credit Commitments of each Lender any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Revolving Credit Commitments so extended on such date (or, if agreed by such Lender the Borrower and (ii) the Existing Commitments of any Lender not Lenders providing such Extended Revolving Credit Commitments, by any greater amount so long as the Borrower prepays the Existing Revolving Credit Loans of such Class owed to such Lenders providing such Extended Revolving Credit Commitments shall be reduced, solely to the extent elected necessary to be reduced ensure that after giving effect to such repayment or reduction, the Existing Revolving Credit Loans of such Class are held by the Borrower pursuant Lenders of such Class on a pro rata basis in accordance with their Existing Revolving Credit Commitments of such Class after giving effect to Section 2.17, among the Class or Classes of Commitments elected by the Borrower such reduction) (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Credit Commitment of such Lender thereof (such Total Exposure revolving credit exposure and Existing Revolving Credit Commitment in the case of an Extending Lender being determined for purposes of this provisoin each case, for the avoidance of doubt, exclusive of such Extending LenderLexxxx’s Extended Revolving Credit Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion exchange pursuant to Section 2.17 2.15 of Existing Revolving Credit Commitments and Existing Revolving Credit Loans into Extended Revolving Credit Commitments and Extended Revolving Credit Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (bc) any partial reduction pursuant to this Section 4.2 shall be in the an aggregate amount of at least $10,000,000 or any whole multiple of $1,000,000 and 129 in excess thereof, (cd) after giving effect to such termination or reduction and to any prepayments of Revolving Credit Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Revolving Credit Exposures for such Class shall not exceed the Loan LimitTotal Revolving Credit Commitment for such Class, (e) after giving effect to such termination or reduction and to any prepayments of Additional/Replacement Revolving Credit Loans of any Class or cancellation or cash collateralization of letters of credit made on the date thereof in accordance with the Agreement, the aggregate amount of such Lexxxx’s revolving credit exposure shall not exceed the Total Additional/Replacement Revolving Credit Commitment for such Class and (f) if, after giving effect to any reduction hereunder, the Total Letter of Credit Commitment or the Total Swingline Commitment exceeds the sum of the Total Revolving Credit Commitment and the Total Additional/Replacement Revolving Credit Commitment (if any), such Commitment shall be automatically reduced by the amount of such excess.
(b) Upon at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent and each Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the applicable Revolving Credit Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Total Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, (i) the Letter of Credit Obligations shall not exceed the Total Letter of Credit Commitment and (ii) the Letter of Credit Obligations applicable to each Letter of Credit Issuer shall not exceed such Letter of Credit Issuer’s Letter of Credit Commitment.
(c) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f2.16(a)(iv) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing BankLetter of Credit Issuer, the any Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Voluntary Reduction of Commitments. (a) Upon at least two three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Notice Office (which notice Agent shall promptly transmit to each Lender), Borrower shall have the Administrative right, without premium or penalty, to terminate the unutilized portion of the Revolving Commitments or the Swing Line Commitment, as the case may be, in part or in whole; provided that (x) any such voluntary termination of the Revolving Commitments shall apply to proportionately and permanently reduce the Revolving Commitment of each Lender, (y) any partial voluntary reduction pursuant to this Section 4.1 shall be in the amount of at least $5,000,000 and integral multiples of $5,000,000 in excess of that amount and (z) any such voluntary termination of the Revolving Commitments shall occur simultaneously with a voluntary prepayment, pursuant to Section 4.2 such that the total of the Revolving Commitments shall not be reduced below the aggregate principal amount of outstanding Revolving Loans plus the aggregate LC Obligations and the Swing Line Loan Commitment.
(b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Majority Lenders as provided in Section 11.1(b), Borrower shall have the right, upon five (5) Business Days' prior written notice to Agent (which notice Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the entire Revolving Commitment of such Lender (such Total Exposure Lender, so long as all Loans, together with accrued and Commitment in the case of an Extending Lender being determined for purposes of this provisounpaid interest, for the avoidance of doubtfees and all other amounts, exclusive of such Extending Lender’s Extended Commitment due and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 and (c) after giving effect owing to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance Lender are repaid concurrently with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in such termination at which case time Schedule 1.1 shall be deemed modified to reflect such notice may be revoked by the Borrower (by written notice changed amounts pursuant to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.Section
Appears in 1 contract
Voluntary Reduction of Commitments. (a) Upon The Company may permanently reduce the Aggregate Facility A Commitment in whole, or in part ratably among the Facility A Lenders in the minimum amount of $5,000,000, and, if in excess thereof, in integral multiples of $1,000,000, upon at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by ' written notice to the Administrative Agent on Agent, which notice shall specify the amount of any such reduction, provided, however, that (i) the amount of the Aggregate Facility A Commitment may not be reduced below the sum of (A) the aggregate principal amount of the outstanding Facility A Advances (whether to the Company or to the Co-Borrower) and Swing Line Loans and (B) the Facility Letter of Credit Obligations (whether of the Company or of the Co-Borrower), and (ii) any reduction of the Aggregate Facility A Commitment prior to the specified effective date) satisfaction of the Co-Borrower Termination Conditions shall result in a pro rata reduction of the Co-Borrower Facility A Sublimit, but in such event the Aggregate Facility A Commitment may not be reduced below the amount that would result in a reduction of the sum of the aggregate principal amount of the Co-Borrower's outstanding Facility A Advances and the Co-Borrower's Facility Letter of Credit Obligations below the Co-Borrower Facility A Sublimit. The Company may permanently reduce the Aggregate Facility B Commitment in whole, or in part ratably among the Facility B Lenders in the minimum amount of $5,000,000, and, if in excess thereof, in integral multiples of $1,000,000, upon at least three Business Days' written notice to the Administrative Agent, which notice shall specify the amount of any such condition is reduction, provided, however, that the amount of the Aggregate Facility B Commitment may not satisfied.be reduced below the aggregate principal amount of the outstanding
Appears in 1 contract
Samples: Credit Agreement (Lennar Corp /New/)
Voluntary Reduction of Commitments. (a) Upon at least two three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Notice Office (which notice Agent shall promptly transmit to each Lender), Borrower shall have the Administrative right, from time to time and without premium or penalty, to terminate the unutilized portion of the Revolving Commitments or the Swing Line Commitment, as the case may be, in part or in whole; PROVIDED that (x) any such voluntary termination of the Revolving Commitments shall apply to proportionately and permanently reduce the Revolving Commitment of each Lender, (y) any partial voluntary reduction pursuant to this SECTION 4.1 shall be in the amount of at least $5,000,000 and integral multiples of $5,000,000 in excess of that amount and (z) no such voluntary termination of the Revolving Commitments shall be permitted if the effect thereof would be to reduce the total of the Revolving Commitments below the aggregate principal amount of outstanding Revolving Loans plus the aggregate LC Obligations and the Swing Line Loan Commitment.
(b) In the event of certain refusals by a Lender to consent to certain proposed amendments, changes, supplements, waivers, discharges or terminations with respect to this Agreement which have been approved by the Majority Lenders as provided in SECTION 11.1(b), Borrower shall have the right, upon five (5) Business Days' prior written notice to Agent (which notice Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the entire Revolving Commitment of such Lender, so long as all Loans, together with accrued and unpaid interest, fees and all other amounts, due and owing to such Lender (are repaid concurrently with the effectiveness of such Total Exposure termination at which time SCHEDULE 1.1 shall be deemed modified to reflect such changed amounts pursuant to SECTION 4.1(a) and Borrower cash collateralizes such Lender's Commitment in Percentage of the case of an Extending LC Obligations. At such time, such Lender being determined shall no longer constitute a "Lender" for purposes of this provisoAgreement, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) except with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender indemnifications under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that which shall survive as to such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting repaid Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Voluntary Reduction of Commitments. (a) Upon at least two (2) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender Bank or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ the prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (in which notice case the Administrative Agent shall promptly transmit to notify each of the applicable Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (ai) with respect any such notice shall be received by the Administrative Agent not later than 1:00 p.m., at least two Business Days prior to the Commitmentsproposed date of termination or reduction, (ii) any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of within such Class, except that, notwithstanding the foregoing, (1a) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either at its direction (A) ratably among Classes or (B) first including, for the avoidance of doubt, to the Commitments with respect to any Existing Class of Extended Revolving Credit Commitments and second without any termination or reduction of the Commitments with respect to any Extended Existing Revolving Credit Commitments of the same Specified Existing Revolving Credit Commitment Class) and (2b) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.172.15, (i) the Existing Revolving Credit Commitments of each Lender any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Revolving Credit Commitments so extended on such date (or, if agreed by the Borrower and the Lenders providing such Extended Revolving Credit Commitments, by any greater amount so long as (i) a proportionate reduction of the Specified Existing Revolving Credit Commitments has been offered to each Lender to whom the applicable Revolving Credit Extension Request has been made (which may be conditioned upon such Lender becoming an Extending Lender), and (ii) the Borrower prepays the Existing Commitments Revolving Credit Loans of any Lender not such Class owed to such Lenders providing such Extended Revolving Credit Commitments shall be reduced, solely to the extent elected necessary to be reduced ensure that, after giving pro forma effect to such repayment or reduction, the Existing Revolving Credit Loans of such Class are held by the Borrower pursuant Lenders of such Class on a pro rata basis in accordance with their Existing Revolving Credit Commitments of such Class after giving pro forma effect to Section 2.17, among the Class or Classes of Commitments elected by the Borrower such reduction) (provided that (x) after giving pro forma effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Credit Commitment of such Lender thereof (such Total Exposure revolving credit exposure and Revolving Credit Commitment in the case of an Extending Lender being determined for purposes of this provisoin each case, for the avoidance of doubt, exclusive of such Extending LenderXxxxxx’s Extended Revolving Credit Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving pro forma effect to any conversion or exchange pursuant to Section 2.17 2.15 of Existing Revolving Credit Commitments and Existing Revolving Credit Loans into Extended Revolving Credit Commitments and Extended Revolving Credit Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (biii) any partial reduction pursuant to this Section 4.2 shall be in the an aggregate amount of at least $1,000,000 and (cor, in the case of Revolving Credit Loans denominated in an Alternative Currency, €1,000,000, CAN$1,000,000, £1,000,000, ¥1,000,000, A$1,000,000 or like amount in any other Alternative Currency, as applicable) or any whole multiple of $1,000,000 (or, in the case of Revolving Credit Loans denominated in an Alternative Currency, €1,000,000, CAN$1,000,000, £1,000,000, ¥1,000,000, A$1,000,000 or like amount in any other Alternative Currency, as applicable) in excess thereof, in each case unless the Administrative Agent otherwise agrees, (iv) after giving pro forma effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures revolving credit exposures for such Class shall not exceed the Loan Limit.Total Revolving Credit Commitment for such Class, (v) after giving pro forma effect to such termination or reduction and to any prepayments of Additional/Replacement Revolving Credit Loans of any Class or cancellation or cash collateralization of letters of credit made on the date thereof in accordance with this Agreement, the aggregate amount of such Lenders’ revolving credit exposures for such Class shall not exceed the Total Additional/Replacement Revolving Credit Commitment for such Class and the aggregate amount of the Lenders’ revolving credit exposure for all Classes shall not exceed the Total Revolving Credit Commitment for all Classes, and (vi) if, after giving pro forma effect to any reduction hereunder, the Letter of Credit Commitment or the Swingline Commitment exceeds the sum of the Total Revolving Credit Commitment and the Total -142- 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(b) The Upon at least one Business Day’s prior written notice to the Administrative Agent and the applicable Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the applicable Revolving Credit Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Letter of Credit Sub-Commitment, in whole or in part, with, if applicable, each Letter of Credit Issuer’s Letter of Credit Sub-Commitment being reduced on a pro rata basis; provided that, after giving pro forma effect to such termination or reduction, the Letter of Credit Obligations shall not exceed the Letter of Credit Sub-Commitment.
(c) Notwithstanding anything to the contrary set forth in Section 4.2(a), the Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior written notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f2.16(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), ; provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing BankLetter of Credit Issuer, the any Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Samples: Incremental Agreement to Credit Agreement (Snap One Holdings Corp.)
Voluntary Reduction of Commitments. (a) Upon at least two three (3) Business Days’ irrevocable prior written notice (or telephonic notice promptly confirmed in writing) given by the Parent Borrower to the Administrative Agent at the Administrative Agent’s its Notice Office (which notice shall be deemed to be given on a certain day only if given before 11:00 A.M. (New York time) on such day and the Administrative Agent shall promptly transmit such notice to each of the Tranche 1 Lenders), the Parent Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or partially reduce the Commitments of any ClassTotal Unutilized Tranche 1 Commitment, as determined by the Borrower, in whole or in part; provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction shall apply to permanently reduce the Total Unutilized Tranche 1 Commitment and to proportionately reduce the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Tranche 1 Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this provisoeach Tranche 1 Lender, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 3.02(a) shall be in the amount integral multiples of at least $1,000,000 and (c) after giving effect to such 5,000,000. Notwithstanding the foregoing, a notice of termination or partial reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed Unutilized Tranche 1 Commitment delivered by the Loan Limit.
(b) The Parent Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other one or more credit facilities), in which case such notice may be revoked by the Parent Borrower (by written notice to the Administrative Agent Agent) on or prior to the specified effective date) date if such condition is not satisfied.
(b) Upon at least three (3) Business Days’ irrevocable prior written notice (or telephonic notice promptly confirmed in writing) given by the Parent Borrower to the Administrative Agent at its Notice Office (which notice shall be deemed to be given on a certain day only if given before 11:00 A.M. (New York time) on such day and the Administrative Agent shall promptly transmit such notice to each of the Tranche 2 Lenders), the Parent Borrower shall have the right, without premium or penalty, to terminate or partially reduce the Total Unutilized Tranche 2 Commitment, provided that (x) any such reduction shall apply to permanently reduce the Total Unutilized Tranche 2 Commitment and to proportionately reduce the Tranche 2 Commitment of each Tranche 2 Lender, and (y) any partial reduction pursuant to this Section 3.02(b) shall be in integral multiples of at least $5,000,000. Notwithstanding the foregoing, a notice of termination or partial reduction of the Total Unutilized Tranche 2 Commitment delivered by the Parent Borrower may be conditioned upon the effectiveness of one or more credit facilities, in which case such notice may be revoked by the Parent Borrower (by written notice to the Administrative Agent) on or prior to the specified effective date if such condition is not satisfied.
(c) Notwithstanding anything to the contrary contained in this Section 3.02 or elsewhere in this Agreement, any reductions to the Total Unutilized Tranche 1 Commitment or the Total Unutilized Tranche 2 Commitment made pursuant to Sections 3.02(a) or (b), respectively, shall be applied pro rata to the Total Tranche 1 Commitment and the Total Tranche 2 Commitment based on the Tranche 1 Reduction Percentage and the Tranche 2 Reduction Percentage, in each case as in effect at the time of any such reduction.
Appears in 1 contract
Samples: Credit Agreement (Endurance Specialty Holdings LTD)
Voluntary Reduction of Commitments. (a) A. Upon at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Notice Office (which notice the Administrative Agent’s Office Agent shall promptly transmit to each Lender), the Borrower shall have the right, without premium or penalty, to terminate the unutilized portion of the Revolving Commitments and/or, the Swing Line Commitment, as the case may be, in part or in whole; provided that (i) any such voluntary termination of the Revolving Commitments shall apply proportionately to, and shall permanently reduce, the Revolving Commitments of each Revolving Lender; (ii) any partial voluntary reduction of the Revolving Commitments pursuant to this Section 4.1 shall be in the amount of at least $10,000,000 and integral multiples of $5,000,000 in excess of that amount and (iii) any such voluntary termination of the Revolving Commitment shall occur simultaneously with a voluntary prepayment, pursuant to Section 4.3 such that the total of the Revolving Commitments shall not be reduced below the sum of the Assigned Dollar Value of the aggregate principal amount of outstanding Revolving Loans, Swing Line Loans and LC Obligations plus any Overdraft Reserve.
B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to terminate the entire Revolving Commitment of such Lender, so long as (i) the Borrower repays all Loans, together with accrued and unpaid interest, fees and all other amounts, due and owing to such Lender pursuant to Section 4.3(b) concurrently with the effectiveness of such termination at which time Schedule 1.1(a) shall be deemed modified to reflect such changed amounts and (ii) the Borrower cash collateralizes such Lender’s Pro Rata Share of the LC Obligations (in the manner set forth in Section 4.4(a)) then outstanding. At such time, such Lender shall no longer constitute a “Lender” for purposes of this Agreement, except with respect to indemnifications in favor of such Lender under this Agreement which shall survive as to such repaid Lender.
C. In the event that any Revolving Lender does not consent to an increase in its Revolving Commitment pursuant to a Revolving Commitment Increase, or if any Revolving Lender does not consent (or is deemed not to have consented) to an extension of the Revolver Stated Termination Date pursuant to Section 2.11, the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that upon five (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (25) Business Days’ prior written notice to the Administrative Agent (which will notice the Administrative Agent shall promptly notify transmit to each of the Lenders thereofRevolving Lenders), and in to terminate the entire Revolving Commitment of such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by Revolving Lender, so long as the Borrower for repays all Revolving Loans, together with any accrued and unpaid interest and fees thereon, concurrently with the account effectiveness of such Defaulting termination at which time Schedule 1.1(a) shall be deemed modified to reflect such changed amounts and such Revolving Lender’s Pro Rata Share of the LC Obligations and Swing Line Loans shall be reallocated pursuant to Section 2.10(c) or Section 2.11(b), as the case may be. At such time, such Revolving Lender shall no longer constitute a “Revolving Lender” for purposes of this Agreement, except with respect to indemnifications in favor of such Revolving Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that which shall survive as to such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting repaid Revolving Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Samples: Credit Agreement (Huntsman CORP)
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, Class as determined by the Borrower, in whole or in part; provided that (a) with respect any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the Commitmentsdate of termination or reduction, (b) any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of within any such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either at its direction (A) ratably among Classes or (B) first including, for the avoidance of doubt, to the Commitments with respect to any Existing Class of Extended Revolving Credit Commitments and second without any termination or reduction of the Commitments with respect to any Extended Commitments Existing Revolving Credit Class of the same Specified Existing Revolving Credit Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.172.15, (i) the Existing Revolving Credit Commitments of each Lender any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Revolving Credit Commitments so extended on such date (or, if agreed by such Lender the Borrower and (ii) the Existing Commitments of any Lender not Lenders providing such Extended Revolving Credit Commitments, by any greater amount so long as the Borrower prepays the Existing Revolving Credit Loans of such Class owed to such Lenders providing such Extended Revolving Credit Commitments shall be reduced, solely to the extent elected necessary to be reduced ensure that after giving effect to such repayment or reduction, the Existing Revolving Credit Loans of such Class are held by the Borrower pursuant Lenders of such Class on a pro rata basis in accordance with their Existing Revolving Credit Commitments of such Class after giving effect to Section 2.17, among the Class or Classes of Commitments elected by the Borrower such reduction) (provided that (x) after 125 LPL – Conformed A&R Credit Agreement giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Credit Commitment of such Lender thereof (such Total Exposure revolving credit exposure and Existing Revolving Credit Commitment in the case of an Extending Lender being determined for purposes of this provisoin each case, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Revolving Credit Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion exchange pursuant to Section 2.17 2.15 of Existing Revolving Credit Commitments and Existing Revolving Credit Loans into Extended Revolving Credit Commitments and Extended Revolving Credit Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (bc) any partial reduction pursuant to this Section 4.2 shall be in the an aggregate amount of at least $10,000,000 or any whole multiple of $1,000,000 and in excess thereof, (cd) after giving effect to such termination or reduction and to any prepayments of Revolving Credit Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Revolving Credit Exposures for such Class shall not exceed the Loan LimitTotal Revolving Credit Commitment for such Class, (e) after giving effect to such termination or reduction and to any prepayments of Additional/Replacement Revolving Credit Loans of any Class or cancellation or cash collateralization of letters of credit made on the date thereof in accordance with the Agreement, the aggregate amount of such Lender’s revolving credit exposure shall not exceed the Total Additional/Replacement Revolving Credit Commitment for such Class and (f) if, after giving effect to any reduction hereunder, the Total Letter of Credit Commitment or the Total Swingline Commitment exceeds the sum of the Total Revolving Credit Commitment and the Total Additional/Replacement Revolving Credit Commitment (if any), such Commitment shall be automatically reduced by the amount of such excess.
(b) Upon at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent and each Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the applicable Revolving Credit Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Total Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, (i) the Letter of Credit Obligations shall not exceed the Total Letter of Credit Commitment and (ii) the Letter of Credit Obligations applicable to each Letter of Credit Issuer shall not exceed such Letter of Credit Issuer’s Letter of Credit Commitment.
(c) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f2.16(a)(iv) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing BankLetter of Credit Issuer, the any Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ the prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (in which notice case the Administrative Agent shall promptly transmit to notify each of the applicable Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (ai) with respect any such notice shall be received by the Administrative Agent not later than 1:00 p.m., at least two Business Days prior to the Commitmentsproposed date of termination or reduction, (ii) any such termination or reduction shall apply proportionately and permanently to reduce the -119- Commitments of each of the Lenders of within such Class, except that, notwithstanding the foregoing, (1a) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either at its direction (A) ratably among Classes or (B) first including, for the avoidance of doubt, to the Commitments with respect to any Existing Class of Extended Revolving Credit Commitments and second without any termination or reduction of the Commitments with respect to any Extended Existing Revolving Credit Commitments of the same Specified Existing Revolving Credit Commitment Class) and (2b) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.172.15, (i) the Existing Revolving Credit Commitments of each Lender any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Revolving Credit Commitments so extended on such date (or, if agreed by the Borrower and the Lenders providing such Extended Revolving Credit Commitments, by any greater amount so long as (i) a proportionate reduction of the Specified Existing Revolving Credit Commitments has been offered to each Lender to whom the applicable Revolving Credit Extension Request has been made (which may be conditioned upon such Lender becoming an Extending Lender), and (ii) the Borrower prepays the Existing Commitments Revolving Credit Loans of any Lender not such Class owed to such Lenders providing such Extended Revolving Credit Commitments shall be reduced, solely to the extent elected necessary to be reduced ensure that, after giving pro forma effect to such repayment or reduction, the Existing Revolving Credit Loans of such Class are held by the Borrower pursuant Lenders of such Class on a pro rata basis in accordance with their Existing Revolving Credit Commitments of such Class after giving pro forma effect to Section 2.17, among the Class or Classes of Commitments elected by the Borrower such reduction) (provided that (x) after giving pro forma effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Credit Commitment of such Lender thereof (such Total Exposure revolving credit exposure and Revolving Credit Commitment in the case of an Extending Lender being determined for purposes of this provisoin each case, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Revolving Credit Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving pro forma effect to any conversion or exchange pursuant to Section 2.17 2.15 of Existing Revolving Credit Commitments and Existing Revolving Credit Loans into Extended Revolving Credit Commitments and Extended Revolving Credit Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (biii) any partial reduction pursuant to this Section 4.2 shall be in the an aggregate amount of at least $1,000,000 and (cor, in the case of Revolving Credit Loans denominated in an Alternative Currency, €1,000,000, CAN$1,000,000, £1,000,000, ¥1,000,000, A$1,000,000 or like amount in any other Alternative Currency, as applicable) or any whole multiple of $1,000,000 (or, in the case of Revolving Credit Loans denominated in an Alternative Currency, €1,000,000, CAN$1,000,000, £1,000,000, ¥1,000,000, A$1,000,000 or like amount in any other Alternative Currency, as applicable) in excess thereof, in each case unless the Administrative Agent otherwise agrees, (iv) after giving pro forma effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures revolving credit exposures for such Class shall not exceed the Loan LimitTotal Revolving Credit Commitment for such Class, (v) after giving pro forma effect to such termination or reduction and to any prepayments of Additional/Replacement Revolving Credit Loans of any Class or cancellation or cash collateralization of letters of credit made on the date thereof in accordance with this Agreement, the aggregate amount of such Lenders’ revolving credit exposures for such Class shall not exceed the Total Additional/Replacement Revolving Credit Commitment for such Class and the aggregate amount of the Lenders’ revolving credit exposure for all Classes shall not exceed the Total Revolving Credit Commitment for all Classes, and (vi) if, after giving pro forma effect to any reduction hereunder, the Letter of Credit Commitment or the Swingline Commitment exceeds the sum of the Total Revolving Credit Commitment and the Total Additional/Replacement Revolving Credit Commitment (if any), such Commitment shall be automatically reduced by the amount of such excess.
(b) The Upon at least one Business Day’s prior written notice to the Administrative Agent and the applicable Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the applicable Revolving Credit Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Letter of Credit Sub-Commitment, in whole or in part, with, if applicable, each Letter of Credit Issuer’s Letter of Credit Sub-Commitment being reduced on a pro rata basis; provided that, after giving pro forma effect to such termination or reduction, the Letter of Credit Obligations shall not exceed the Letter of Credit Sub-Commitment.
(c) Notwithstanding anything to the contrary set forth in Section 4.2(a), the Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior written notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f2.16(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), ; provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing BankLetter of Credit Issuer, the any Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Voluntary Reduction of Commitments. (a) Upon at least two 2 Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office Notice Address (which notice the Administrative Agent shall promptly transmit to each of the LendersLender in writing), the Borrower Company shall have the right, without premium or penalty, on any day, permanently to terminate the unutilized portion of the Multicurrency Revolving Commitments, or reduce the Swing Line Commitment, and the Borrower under each Term Facility shall have the right, without premium or penalty, to terminate the unutilized portion of Term Commitments under such Term Facility, and, as the case may be, in each case in part or in whole; provided that:
(i) any such voluntary termination of any Class, as determined by the Borrower, in whole or in part; provided that class of Multicurrency Revolving Commitments (a) with respect including any revolving commitments pursuant to the Commitmentsany Additional Facility, any such termination or reduction Extended Revolving Commitments and any Replacement Revolving Commitments) shall apply to proportionately and permanently to reduce the such class of Multicurrency Revolving Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and Multicurrency Revolving Lender;
(ii) any such voluntary termination of the Existing Term Commitments under any Term Facility shall apply to permanently reduce the Term Commitment of any each Term Lender not providing under such Extended Term Facility ratably in accordance with their respective Term Commitments under such Term Facility, and shall be reducedapply to permanently reduce, solely to the extent elected to be reduced as directed by the Borrower pursuant to Section 2.17applicable Borrower, among any or all of the Class or Classes of Commitments elected by the Borrower Scheduled Term Repayments under such Term Facility (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of amounts designated by such Extending Lender’s Extended Commitment and any exposure in respect thereof) and Borrower);
(y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (biii) any partial voluntary reduction pursuant to this Section 4.2 4.1 shall be in the amount of at least $1,000,000 10,000,000 and integral multiples of $5,000,000 in excess of that amount in the relevant currency of the applicable Facility;
(iv) any such voluntary termination of the Multicurrency Revolving Commitments or Swing Line Commitment shall occur simultaneously with a voluntary prepayment, pursuant to Section 4.3 to the extent necessary such that (A) the Total Multicurrency Revolving Commitment shall not be reduced below the aggregate principal amount of outstanding Multicurrency Revolving Loans plus the aggregate LC Obligations and the Swing Line Commitment and (cB) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, Swing Line Commitment shall not be reduced below the aggregate principal amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.outstanding Swing Line Loans; and
(bv) The during the Certain Funds Period, no such reduction of Certain Funds Term Commitments under the applicable Term Facility shall be effective unless:
(1) the Borrower may terminate under such Term Facility shall have entered into one or more agreements for the unused provision of debt financing in an amount at least equal to the amount of such reduction for the Commitment purposes of a Defaulting Lender upon not less than two financing the Target Acquisition; or
(2) Business Days’ prior notice to the Administrative Agent Borrower under such Term Facility, Company or any other Subsidiary complies with the terms of the last paragraph of this Section 4.1(a); and the Cash Confirmation Provider has confirmed in writing its approval of the arrangements set forth in (which will promptly notify the Lenders thereof1) or (2) above (including any escrow arrangement), as applicable, and in such event the provisions reduction of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account Certain Funds Term Commitments. Each notice of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), commitment reductions shall be irrevocable; provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence consent of the Cash Confirmation Provider or non-occurrence of any event specified therein (including the effectiveness of other credit facilitiesfacilities or any other financing, sale or other transaction. In the case of a reduction of Certain Funds Term Commitments during the Certain Funds Period effected pursuant to Section 4.1(a)(v)(2), the Borrower under the applicable Term Facility, Company or any other Subsidiary shall have deposited funds in which case an escrow account at Deutsche Bank AG New York Branch (“DBNY”) or another financial institution selected by Company to act as escrow agent (DBNY or such notice may other financial institution acting in such capacity, the “Escrow Agent”), to be revoked held in escrow by the Borrower (by written notice Escrow Agent and released only for the purposes described in Section 6.8(b). Such funds deposited in escrow shall be returned to the Administrative Agent applicable Borrower upon the earliest of (i) the expiration of the Certain Funds Period, and (ii) the consummation of the Target Acquisition without the use of the full amount of the Certain Funds Term Loans. In the event that funds are deposited in escrow pursuant to the first sentence of this paragraph, the Certain Funds Term Commitments and Scheduled Term Repayments under such Term Facilities shall be reduced on a Dollar for Dollar or Euro for Euro basis, as applicable (as directed by the applicable Borrower to any or all of the Certain Funds Term Commitments and Scheduled Term Repayments under any or all of such Term Facilities (in the amounts designated by such Borrower)), and within each Certain Funds Term Facility, ratably among the Certain Funds Term Lenders under such Term Facility in accordance with their respective Certain Funds Term Commitments under such Term Facility, in each case to the extent that such escrow arrangement and such Certain Funds Term Commitment reduction are approved by the Cash Confirmation Provider pursuant to the following sentence. Notwithstanding anything in this Agreement to the contrary, during the Certain Funds Period, no reduction of Certain Funds Term Commitments pursuant to Section 4.1(a)(v)(2) shall be effective unless (i) the applicable Borrower has deposited funds (x) in Sterling or (y) in another currency (provided that in the event that funds in another currency are deposited with the Escrow Agent, the applicable Borrower or Purchaser shall have entered into a Swap Contract to convert such currency into Sterling on or prior to each date on which Purchaser may be required to make any payment in respect of Target Shares in connection with the specified effective dateTarget Acquisition during the Certain Funds Period on terms satisfactory to the Cash Confirmation Provider) if with the Escrow Agent and (ii) the Cash Confirmation Provider has confirmed in writing its approval of such condition is not satisfiedreduction of the applicable Certain Funds Term Commitments and the applicable escrow arrangements described above.
Appears in 1 contract
Samples: Credit Agreement (Ball Corp)
Voluntary Reduction of Commitments. (a) Upon at least two three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) given by the Parent Borrower to the Administrative Agent at the Administrative Agent’s its Notice Office (which notice shall be deemed to be given on a certain day only if given before 11:00 A.M. (New York time) on such day and the Administrative Agent shall promptly transmit such notice to each of the Tranche 1 Lenders), the Parent Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or partially reduce the Commitments of any ClassTotal Unutilized Tranche 1 Commitment, as determined by the Borrower, in whole or in part; provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction shall apply to permanently reduce the Total Unutilized Tranche 1 Commitment and to proportionately reduce the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Tranche 1 Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this provisoeach Tranche 1 Lender, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 3.02(a) shall be in the amount integral multiples of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit5,000,000.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Upon at least three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) given by the Parent Borrower to the Administrative Agent at its Notice Office (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not notice shall be deemed to be given on a waiver or release certain day only if given before 11:00 A.M. (New York time) on such day and the Administrative Agent shall promptly transmit such notice to each of any claim the BorrowerTranche 2 Lenders), the Parent Borrower shall have the right, without premium or penalty, to terminate or partially reduce the Total Unutilized Tranche 2 Commitment, provided that (x) any such reduction shall apply to permanently reduce the Total Unutilized Tranche 2 Commitment and to proportionately reduce the Tranche 2 Commitment of each Tranche 2 Lender, and (y) any partial reduction pursuant to this Section 3.02(b) shall be in integral multiples of at least $5,000,000.
(c) Upon at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) given by the Parent Borrower to the Administrative Agent, any Issuing BankAgent at its Notice Office (which notice shall be deemed to be given on a certain day only if given before 11:00 A.M. (New York time) on such day and the Administrative Agent shall promptly transmit such notice to each of the Tranche 3 Lenders), the Swingline Lender Parent Borrower shall have the right, without premium or penalty, to terminate or partially reduce the Total Unutilized Tranche 3 Commitment, provided that (x) any Lender may have against such Defaulting reduction shall apply to permanently reduce the Total Unutilized Tranche 3 Commitment and to proportionately reduce the Tranche 3 Commitment of each Tranche 3 Lender. , and (y) any partial reduction pursuant to this Section 3.02(c) shall be in integral multiples of at least $5,000,000.
(d) Notwithstanding anything to the contrary contained in this Section 3.02 or elsewhere in this Agreement, any such notice reductions to each of commitment termination the Total Unutilized Tranche 1 Commitment and the Total Unutilized Tranche 3 Commitment, made pursuant to Section 4.2 may state that it is conditioned upon Sections 3.02(a) or (c), respectively, shall be applied pro rata to the occurrence or non-occurrence Total Tranche 1 Commitment and the Total Tranche 3 Commitment based on the Tranche 1 Revolving Percentage and the Tranche 3 Revolving Percentage, in each case as in effect at the time of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedreduction.
Appears in 1 contract
Samples: Credit Agreement (Endurance Specialty Holdings LTD)
Voluntary Reduction of Commitments. (a) Upon at least two (2) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan LimitLimit and upon any reduction of the aggregate Commitments that would otherwise result in the aggregate Commitments being less than the Aggregate Elected Commitment Amount, the Aggregate Elected Commitment Amount shall be automatically reduced (ratably among the Lenders in accordance with each Lender’s Commitment Percentage) so that they equal the aggregate Commitments as so reduced.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Voluntary Reduction of Commitments. (a) Upon at least two one Business Days’ Day's prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Notice Office (which notice shall be deemed to be given on a certain day only if given before 2:00 P.M. (New York time) on such day and shall be promptly transmitted by the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or partially reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (Total Unutilized Revolving Commitment provided that (x) after giving effect to any such partial reduction shall apply to proportionately and to permanently reduce the repayment Revolving Commitment of each Lender, (y) no such reduction shall reduce any Loans made on such date, Non-Defaulting Lender's Revolving Commitment in an amount greater than the Total Exposure of any such Lender does not exceed the then Unutilized Revolving Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (bz) any partial reduction pursuant to this Section 4.2 3.02 shall be in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit1,000,000.
(b) The Borrower may terminate In the unused amount of the Commitment event of a Defaulting refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 12.12(b), the Borrower may, subject to its compliance with the requirements of Section 12.12(b), upon not less than two (2) five Business Days’ ' prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) terminate all of the Commitments of such Lender, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Lender are repaid concurrently with the effectiveness of such termination pursuant to Section 4.01(b) (at which time Schedule I shall be deemed modified to reflect such changed amounts, and the Adjusted RF Percentages of the various RF Lenders shall be automatically adjusted to give effect to such changes) and any mandatory repayments required pursuant to Section 4.02(A)(a) as a result of the changes to the specified effective date) if Adjusted RF Percentages of the various RF Lenders are made, and at such condition is not satisfiedtime, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04, 11.06 and 12.01), which shall survive as to such repaid Lender.
Appears in 1 contract
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ the prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (a) with respect any such notice shall be received by the Administrative Agent not later than 1:00 p.m., at least three Business Days prior to the Commitmentsproposed date of termination or reduction, (b) any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either at its direction (A) ratably among Classes or (B) first including, for the avoidance of doubt, to the Commitments with respect to any Existing Class of Extended Revolving Credit Commitments and second without any termination or reduction of the Commitments with respect to any Extended Existing Revolving Credit Commitments of the same Specified Existing Revolving Credit Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.172.15, (i) the Existing Revolving Credit Commitments of each Lender any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Revolving Credit Commitments so extended on such date (or, if agreed by such Lender the Borrower and (ii) the Existing Commitments of any Lender not Lenders providing such Extended Revolving Credit Commitments, by any greater amount so long as the Borrower prepays the Existing Revolving Credit Loans of such Class owed to such Lenders providing such Extended Revolving Credit Commitments shall be reduced, solely to the extent elected necessary to be reduced ensure that after giving effect to such repayment or reduction, the Existing Revolving Credit Loans of such Class are held by the Borrower pursuant Lenders of such Class on a pro rata basis in accordance with their Existing Revolving Credit Commitments of such Class after giving effect to Section 2.17, among the Class or Classes of Commitments elected by the Borrower such reduction) (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Credit Commitment of such Lender thereof (such Total Exposure revolving credit exposure and Revolving Credit Commitment in the case of an Extending Lender being determined for purposes of this provisoin each case, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Revolving Credit Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion or exchange pursuant to Section 2.17 2.15 of Existing Revolving Credit Commitments and Existing Revolving Credit Loans into Extended Revolving Credit Commitments and Extended Revolving Credit Loans respectively, and prior to any reduction being made to the Commitment of any Table of Contents other Lender), (bc) any partial reduction pursuant to this Section 4.2 shall be in the an aggregate amount of at least $1,000,000 and or any whole multiple of $1,000,000 in excess thereof, (cd) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures revolving credit exposures for such Class shall not exceed the Loan LimitTotal Revolving Credit Commitment for such Class and (e) if, after giving effect to any reduction hereunder, the Letter of Credit Commitment or the Swingline Commitment exceeds the sum of the Total Revolving Credit Commitment, such Commitment shall be automatically reduced by the amount of such excess.
(b) Upon at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent and the Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the applicable Revolving Credit Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Letter of Credit Sub-Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Letter of Credit Obligations shall not exceed the Letter of Credit Sub-Commitment.
(c) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f2.16(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing BankLetter of Credit Issuer, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Samples: Credit Agreement (Amsurg Corp)
Voluntary Reduction of Commitments. (a) A. Upon at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Notice Office (which notice the Administrative Agent’s Office Agent shall promptly transmit to each Lender), the Borrower shall have the right, without premium or penalty, to terminate the unutilized portion of the Revolving Commitments and/or, the Swing Line Commitment, as the case may be, in part or in whole; provided that (i) any such voluntary termination of the Revolving Commitments shall apply proportionately to, and shall permanently reduce, the Revolving Commitments of each Revolving Lender; (ii) any partial voluntary reduction of the Revolving Commitments pursuant to this Section 4.1 shall be in the amount of at least $10,000,000 and integral multiples of $5,000,000 in excess of that amount and (iii) any such voluntary termination of the Revolving Commitment shall occur simultaneously with a voluntary prepayment, pursuant to Section 4.3 such that the total of the Revolving Commitments shall not be reduced below the sum of the Assigned Dollar Value of the aggregate principal amount of outstanding Revolving Loans, Swing Line Loans and LC Obligations plus any Overdraft Reserve.
B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to terminate the entire Revolving Commitment of such Lender, so long as (i) the Borrower repays all Loans, together with accrued and unpaid interest, fees and all other amounts, due and owing to such Lender pursuant to Section 4.3(b) concurrently with the effectiveness of such termination at which time Schedule 1.1(a) shall be deemed modified to reflect such changed amounts and (ii) the Borrower cash collateralizes such Lender’s Pro Rata Share of the LC Obligations (in the manner set forth in Section 4.4(a)) then outstanding. At such time, such Lender shall no longer constitute a “Lender” for purposes of this Agreement, except with respect to indemnifications in favor of such Lender under this Agreement which shall survive as to such repaid Lender.
C. In the event that any Revolving Lender does not consent to an increase in its Revolving Commitment pursuant to a Revolving Commitment Increase, or if any Revolving Lender does not consent (or is deemed not to have consented) to an extension of the Stated Termination Date pursuant to Section 2.11, the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that upon five (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (25) Business Days’ prior written notice to the Administrative Agent (which will notice the Administrative Agent shall promptly notify transmit to each of the Lenders thereofRevolving Lenders), and in to terminate the entire Revolving Commitment of such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by Revolving Lender, so long as the Borrower for repays all Revolving Loans, together with any accrued and unpaid interest and fees thereon, concurrently with the account effectiveness of such Defaulting termination at which time Schedule 1.1(a) shall be deemed modified to reflect such changed amounts and such Revolving Lender’s Pro Rata Share of the LC Obligations and Swing Line Loans shall be reallocated pursuant to Section 2.10(c) or Section 2.11(b), as the case may be. At such time, such Revolving Lender shall no longer constitute a “Revolving Lender” for purposes of this Agreement, except with respect to indemnifications in favor of such Revolving Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that which shall survive as to such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting repaid Revolving Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Samples: Credit Agreement (Huntsman CORP)
Voluntary Reduction of Commitments. (a) Upon at least two three (3) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) (which notice may be conditioned upon the happening of a future event) to the Administrative Agent at the Administrative Agent’s Office Notice Address (which notice the Administrative Agent shall promptly transmit to each of the LendersLender), the Borrower Borrowers’ Agent shall have the right, without premium or penalty, on any day, permanently to terminate the unutilized portion of the Dollar Revolving Commitments or reduce the Commitments of any Class, as determined by the Borrower, Multicurrency Revolving Commitment in whole part or in part; provided that (a) with respect to the Commitmentswhole, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction voluntary termination of the Dollar Revolving Commitment or Multicurrency Revolving Commitment shall apply to proportionately and to permanently reduce the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Dollar Revolving Commitment or Multicurrency Revolving Commitment of such each Dollar Revolving Lender (such Total Exposure and Commitment in or Multicurrency Revolving Lender, as the case of an Extending Lender being determined for purposes of this provisomay be, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial voluntary reduction pursuant to this Section 4.2 4.1 shall be in the amount of at least $5,000,000 and integral multiples of $1,000,000 in excess of that amount and (cz) after giving effect any such voluntary termination of the Dollar Revolving Commitment or Multicurrency Revolving Commitment shall occur simultaneously with a voluntary prepayment, pursuant to Section 4.3 to the extent necessary such termination that the Total Dollar Revolving Commitment or reduction and to any prepayments Multicurrency Revolving Commitment, as applicable, shall not be reduced below (1) the aggregate principal amount of outstanding Dollar Revolving Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, plus the aggregate amount of outstanding Dollar LC Obligations in the Lenders’ Total Exposures shall not exceed case of the Loan LimitDollar Revolving Commitment or (2) the Effective Amount of the aggregate principal amount of outstanding Multicurrency Revolving Loans plus the aggregate Effective Amount of Multicurrency LC Obligations and Overdraft Amounts, in the case of Multicurrency Revolving Commitments.
(b) The Borrower Borrowers may terminate at any time prior to the unused amount funding of the Commitment Delayed Draw Term Loans terminate or reduce the Delayed Draw Term Loan Commitments, without premium or penalty (except with respect to the payment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice the Delayed Draw Undrawn Fee pursuant to Section 3.2(d)). The Borrowers shall notify the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not notice may be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence happening of a future event) of any event specified therein election to terminate or reduce the Delayed Draw Term Loan Commitments at least three (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or 3) Business Days prior to the specified effective date) if date of such condition is not satisfiedtermination or reduction, specifying the effective date thereof. Any termination or reduction of the Delayed Draw Term Loan Commitments shall be permanent.
Appears in 1 contract
Voluntary Reduction of Commitments. (a) Upon at least two three Business Days’ Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s its Notice Office (which notice shall be deemed to be given on a certain day only if given before 2:00 P.M. (New York time) on such day and shall be promptly transmitted by the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrowerreduce, in whole or in part; , the Total Unutilized Revolving Commitment or the Total Delayed-Draw B Term Commitment, provided that (aw) with respect to the Commitments, any such termination or partial reduction shall apply to proportionately and permanently to reduce the Revolving Commitments of each of or Delayed-Draw B Term Commitments, as the Lenders of such Classcase may be, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any with such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduceda Commitment, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) in the case of any reduction to the Total Unutilized Revolving Commitment, no such reduction shall reduce any Lender’s Revolving Commitment by an amount greater than the then Unutilized Revolving Commitment of such Lender, (y) in the case of any reduction to the Total Unutilized Revolving Commitment, no such reduction shall cause the Blocked Revolving Commitment to exceed the Total Unutilized Revolving Commitment (as determined immediately after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereofreduction) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (bz) any partial reduction pursuant to this Section 4.2 2.02(a) shall be in the amount integral multiples of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit1,000,000.
(b) The In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 11.12(b), the Borrower may terminate shall have the unused amount of right, subject to obtaining the Commitment of a Defaulting Lender consents required by Section 11.12(b), upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the specified effective date) Lenders), to terminate the entire Delayed-Draw B Term Commitment and/or Revolving Commitment of such Lender, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Lender (including all amounts, if any, owing pursuant to Section 1.11 but excluding amounts owing in respect of Loans of any Facility maintained by such Lender, if such condition is Loans are not satisfiedbeing repaid pursuant to Section 11.12(b)) are repaid concurrently with the effectiveness of such termination (at which time Annex I shall be deemed modified to reflect such changed amounts) and at such time, unless the respective Lender continues to have outstanding Commitments and/or Loans hereunder, such Lender shall no longer constitute a “Lender” for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, Sections 1.10, 1.11, 1A.06, 3.04, 11.01 and 11.06), which shall survive as to such repaid Lender.
Appears in 1 contract
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 500,000 and in multiples of $100,000 in excess thereof and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Samples: Credit Agreement (Talos Energy Inc.)
Voluntary Reduction of Commitments. (a) Upon at least two five Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Notice Office (which notice Agent shall promptly transmit to each Lender), Borrower shall have the Administrative right, without premium or penalty, to terminate the unutilized portion of the Revolving Commitments or the Swing Line Commitment, as the case may be, in part or in whole; provided that (x) any such voluntary termination of the Revolving Commitments shall apply to proportionately and permanently reduce the Revolving Commitment of each Revolving Lender, (y) any partial voluntary reduction pursuant to this Section 4.1 shall be in the amount of at least $5,000,000 and integral multiples of $5,000,000 in excess of that amount and (z) any such voluntary termination of the Revolving Commitments shall occur simultaneously with a voluntary prepayment, pursuant to Section 4.3 such that the total of the Revolving Commitments shall not be reduced below the aggregate principal amount of outstanding Revolving Loans plus the aggregate LC Obligations and the Swing Line Loan Commitment.
(b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), Borrower shall have the right, upon five (5) Business Days' prior written notice to Agent (which notice Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments entire Revolving Commitment of any Classsuch Lender, so long as determined by all Loans, together with accrued and unpaid interest, fees and all other amounts, due and owing to such Lender are repaid concurrently with the Borrower, in whole or in part; provided that (a) with respect to the Commitments, any effectiveness of such termination or reduction at which time Schedule 1.1(a) shall apply proportionately and permanently be deemed modified to reduce the Commitments of each of the Lenders of reflect such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments changed amounts pursuant to Section 2.174.3(b) and Borrower cash collateralizes such Lender's Revolver Pro Rata Share of the LC Obligations (in the manner set forth in Section 4.4(c)) then outstanding. At such time, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined no longer constitute a "Lender" for purposes of this provisoAgreement, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) except with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender indemnifications under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that which shall survive as to such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting repaid Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Voluntary Reduction of Commitments. (a) Upon at least two three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower Workflow shall have the right, without premium or penalty, on any day, permanently to terminate or partially reduce the Commitments Unutilized Total Commitment, which notice shall specify the portion of any Class, the specified reduction which shall apply to the Unutilized Acquisition Sub-Limit as determined required by the Borrowerdefinition of Acquisition Sub-Limit, in whole or in part; provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 3.02(a) shall be in the amount of at least $5,000,000 or any integral of $1,000,000 in excess thereof. Each reduction to the Unutilized Total Commitment pursuant to this Section 3.02
(a) shall apply to permanently reduce the Commitments of the various Lenders pro rata based on their respective Percentages. At the time of each reduction to the Commitment of any Lender pursuant to this Section 3.02(a), Workflow shall specify the amount of such reduction to apply to the Canadian Sub-Commitment of such Lender and to the Dollar Sub-Commitment of such Lender (the sum of which must equal the reduction to the Commitment of such Lender); provided that all Lenders with Canadian Sub-Commitments shall be treated in a consistent fashion (i.e., with no reductions, or with proportionate reductions, to their respective Canadian Sub-Commitments) at the time of any reduction to the Unutilized Total Commitment pursuant to this Section 3.02(a). In the absence of a designation by Workflow pursuant to this Section 3.02, the amount of any reduction to the Commitment of any Lender pursuant to this Section 3.02 shall apply (i) first, to reduce the Dollar Sub-Commitment of the respective Lender and (cii) after giving effect second, to the extent in excess thereof, to reduce the Canadian Sub-Commitment of such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made Lender in each case on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limita pro rata basis.
(b) The Borrower may On any date Workflow may, at its option, permanently reduce or terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or nonCanadian Sub-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (Commitments by written notice to the Administrative Agent on or prior to such effect (specifying the aggregate amount of reductions to the specified effective dateCanadian Sub-Commitments); provided that (i) if no such condition reduction shall be made in an amount which would cause the Dollar Equivalent of the then outstanding aggregate principal amount or Face Amount, as the case may be, of the Canadian Revolving Loans to exceed the Canadian Sub-Commitments of the Canadian Lenders after giving effect to the respective reduction pursuant to this clause (b), (ii) each reduction pursuant to this clause (b) shall apply pro rata to reduce the Canadian Sub-Commitments of the various Canadian Lenders (based upon the relative amounts of such Canadian Sub-Commitments) and (iii) except to the extent the reduction to the Canadian Sub-Commitments pursuant to this Section 3.02(b) is not satisfiedaccompanied by a like reduction to the amount of the Total Commitment pursuant to Section 3.02(a), the amount of each Lender's reduction to its Canadian Sub-Commitment pursuant to this clause (b) shall result in a like increase to its Dollar Sub-Commitment.
Appears in 1 contract
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Notice Office (which notice the Administrative Agent shall promptly transmit to each of the LendersLender), Company (or in the Borrower case of Canadian Revolving Commitments, Canadian Borrower) shall have the right, without premium or penalty, on any day, permanently to terminate the unutilized portion of the Multicurrency Revolving Commitments, Canadian Revolving Commitments or reduce the Commitments of any ClassSwing Line Commitment, as determined by the Borrowercase may be, in whole part or in part; whole, provided that that, (ax) with respect to the Commitments, any such voluntary termination of the Multicurrency Revolving Commitments or reduction Canadian Revolving Commitments shall apply to proportionately and permanently to reduce the Commitments Multicurrency Revolving Commitment or Canadian Revolving Commitment of each of the Lenders of such ClassMulticurrency Revolving Lender or Canadian Revolving Lender, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in as the case of an Extending Lender being determined for purposes of this provisomay be, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial voluntary reduction pursuant to this Section 4.2 4.1 shall be in the amount of at least $1,000,000 10,000,000 and integral multiples of $5,000,000 in excess of that amount and (cz) after giving effect to any such voluntary termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures Multicurrency Revolving Commitments, Canadian Revolving Commitments or Swing Line Commitment shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of occur simultaneously with a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof)voluntary prepayment, and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state 4.3 such that it is conditioned upon (i) the occurrence or non-occurrence Total Multicurrency Revolving Commitment shall not be reduced below the aggregate principal amount of any event specified therein outstanding Multicurrency Revolving Loans plus the aggregate LC Obligations and the Swing Line Commitment, (including ii) the effectiveness total of other credit facilities), in which case such notice may the Canadian Revolving Commitments shall not be revoked by reduced below the Borrower aggregate principal amount of outstanding Canadian Revolving Loans and (by written notice to iii) the Administrative Agent on or prior to Swing Line Commitment shall not be reduced below the specified effective date) if such condition is not satisfiedaggregate principal amount of outstanding Swing Line Loans.
Appears in 1 contract
Samples: Credit Agreement (Ball Corp)
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the The Borrower shall have the right, at any time and from time to time, without premium penalty or penaltycharge, on any dayupon at least two days prior written notice to the Administrative Agent, to voluntarily reduce, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrowerand irrevocably, in whole a minimum amount of $5,000,000 and multiples of $1,000,000 in excess thereof, or in partto terminate, all or a portion of the then Unused Portion of the Commitments; provided that (a) any such reduction or termination shall be accompanied by payment of all accrued and unpaid facility fees with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce portion of the Commitments being reduced or terminated. Any such notice of reduction may be conditioned upon the successful closing of a new financing and the Administrative Agent will promptly notify each Bank thereof and of such Bank’s portion of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be being reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate shall have the unused amount of the Commitment of right, at any time, upon at least three (3) Banking Days’ notice to a Defaulting Lender upon not less than two Bank (2) Business Days’ prior notice with a copy to the Administrative Agent (which will promptly notify the Lenders thereofAgent), to terminate in whole such Defaulting Bank’s Commitments under this Section 2.4(b). The Borrower will pay all principal of, and in interest accrued to the date of such event payment on, Advances owing to such Defaulting Bank and pay any accrued facility fee payable to such Defaulting Bank pursuant to Section 3.2 and all other amounts payable to such Defaulting Bank hereunder (including but not limited to any increased costs, additional interest or other amounts owing under Sections 3.5 and 3.6 and any indemnification for Taxes under Section 3.10) and upon such payments, the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account obligations of such Defaulting Lender Bank hereunder shall, by the provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Bank’s rights under this Agreement Sections 3.5 and 3.6 shall survive such release and discharge as to matters occurring prior to such date and (whether on account of principal, interest, fees, indemnity or other amounts), provided ii) no claim that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender Borrower may have against such Defaulting LenderBank arising out of such Defaulting Bank’s default hereunder shall be released or impaired in any way. Notwithstanding anything to The aggregate amount of the contrary contained in Commitments of the Banks once reduced pursuant this AgreementSection 2.4(b) may not be reinstated; provided, any such notice of commitment termination however, that if pursuant to this Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities2.4(b), in which case such notice may be revoked by the Borrower shall pay to a Defaulting Bank any principal of, or interest accrued on, the Advances owing to such Defaulting Bank, then the Borrower shall either (by written notice x) confirm to the Administrative Agent on or prior that, except as disclosed by the Borrower and approved in writing by the Administrative Agent, acting at the direction of the Majority Banks, the representations and warranties contained in Article 4, other than Sections 4.4, 4.6 and 4.8, are true and correct in all material respects (except that to the specified effective extent any representation or warranty is qualified by materiality, it is true and correct in all respects) on and as of such date of payment as though made on that date (except to the extent such representations and warranties specifically relate to an earlier date in which case they are true and correct in all material respects (except that to the extent any representation or warranty is qualified by materiality, it is true and correct in all respects) as of such earlier date) if such condition and no Default has occurred and is continuing or (y) pay or cause to be paid a ratable payment of principal and interest to all Banks who are not satisfiedDefaulting Banks.
Appears in 1 contract
Samples: Bridge Credit Agreement (Amgen Inc)
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, at any time and from time to time, without premium penalty or penaltycharge, on any dayupon at least three Banking Days’ prior written notice by Borrower to the Administrative Agent, to voluntarily reduce, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrowerand irrevocably, in whole amounts which are integral multiples of $500,000, or in part; to terminate, all or a portion of the then undisbursed portion of the Revolving Loan Commitment, provided that (a) any such reduction or termination shall be accompanied by payment of all accrued and unpaid commitment fees with respect to the Commitments, portion of the Revolving Loan Commitment being reduced or terminated. Concurrently with the making of any such termination reduction in the Revolving Loan Commitment, Borrower may specify that the installments due for one or more Reduction Dates will be reduced in an aggregate amount which is the same as the amount of the reduction of the Revolving Loan Commitment, provided that in the absence of a timely specification to this effect by Borrower, each such reduction shall apply proportionately and permanently be applied to reduce installments due in the Commitments chronological order of each their occurrence. The Administrative Agent shall promptly notify the Revolving Lenders of any reduction or termination of the Lenders Revolving Loan Commitment under this Section, and of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first changes to the Commitments with respect principal installments thereafter due.
(b) Borrower shall have the right, at any time and from time to any Existing Commitments time, without penalty or charge, upon at least three Banking Days’ prior written notice by Borrower to the Administrative Agent, to voluntarily reduce, permanently and second irrevocably, in amounts which are integral multiples of $500,000, or to any Extended Commitments and (2) in connection with terminate, all or a portion of the establishment on any date of any Extended Commitments pursuant to Section 2.17Term Loan Commitment, (i) the Existing Commitments of each Lender providing provided that any such Extended Commitments on such date reduction or termination shall be reduced accompanied by a principal payment in an amount equal to the amount portion of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments Term Loan Commitment being reduced or terminated. Concurrently with the making of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of Term Loan Commitment, Borrower may specify that the installments due for one or more Reduction Dates will be reduced in an Extending Lender being determined for purposes of this proviso, for aggregate amount which is the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in same as the amount of at least $1,000,000 and (c) after giving effect to such termination or the reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed Term Loan Commitment, provided that in the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment absence of a Defaulting Lender upon not less than two (2) Business Days’ prior notice timely specification to this effect by Borrower, each such reduction shall be applied to installments due in the chronological order of their occurrence. The Administrative Agent (which will shall promptly notify the Term Loan Lenders thereof)of any reduction or termination of the Term Loan Commitment under this Section, and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything changes to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedprincipal installments thereafter due.
Appears in 1 contract
Voluntary Reduction of Commitments. (a) Upon at least two one Business Days’ Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day prior to the date on which the Total Delayed Draw Term Loan Commitment terminates pursuant to Section 4.3(b), permanently to terminate or reduce the Delayed Draw Term Loan Commitments in whole or in part, provided that (i) any partial reduction pursuant to this Section 4.2(a) shall be in the amount of at least $1,000,000 and (ii) after giving effect to such termination or reduction and to any prepayments of Delayed Draw Term Loans made on the date thereof in accordance with this Agreement, the aggregate principal amount of Delayed Draw Term Loans shall not exceed the Total Delayed Draw Term Loan Commitment.
(b) Upon at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Revolving Credit Commitments of any Class, as determined by the Borrower, in whole or in part; , provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 4.2(b) shall be in the amount of at least $1,000,000 and (cii) after giving effect to such termination or reduction and to any prepayments of Revolving Credit Loans or cancellation or Cash Collateralization cash collateralization of Revolving Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Revolving Credit Exposures shall not exceed the Loan LimitTotal Revolving Credit Commitment.
(bc) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two Upon at least one Business Day’s prior written notice (2or telephonic notice promptly confirmed in writing) Business Days’ prior notice to the Administrative Agent at the Administrative Agent’s Office (which will notice the Administrative Agent shall promptly notify transmit to each of the Lenders thereofLenders), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for shall have the account right, without premium or penalty, on any day, permanently to terminate or reduce the Base Letter of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity Credit Commitments in whole or other amounts)in part, provided that (i) any partial reduction pursuant to this Section 4.2(c) shall be in the amount of at least $1,000,000 and (ii) after giving effect to such termination will not be deemed or reduction and to be a waiver any cancellation or release cash collateralization of any claim Base Letters of Credit made on the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained date thereof in accordance with this Agreement, any such notice the aggregate amount of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence Lenders’ Base Letter of any event specified therein Credit Exposures shall not exceed the Total Base Letter of Credit Commitment.
(including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by d) Upon at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or prior reduce the Special Letter of Credit Commitments in whole or in part, provided that (i) any partial reduction pursuant to this Section 4.2(d) shall be in the specified effective dateamount of at least $1,000,000 and (ii) if after giving effect to such condition is termination or reduction and to any cancellation or cash collateralization of Special Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Special Letter of Credit Exposures shall not satisfiedexceed the Total Special Letter of Credit Commitment.
Appears in 1 contract
Samples: Credit Agreement (Texas Genco Inc.)
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ the prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (in which notice case the Administrative Agent shall promptly transmit to notify each of the applicable Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (ai) with respect any such notice shall be received by the Administrative Agent not later than 1:00 p.m., at least two Business Days prior to the Commitmentsproposed date of termination or reduction, (ii) any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of within such Class, except that, notwithstanding the foregoing, (1a) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either at its direction (A) ratably among Classes or (B) first including, for the avoidance of doubt, to the Commitments with respect to any Existing Class of Extended Revolving Credit Commitments and second without any termination or reduction of the Commitments with respect to any Extended Existing Revolving Credit Commitments of the same Specified Existing Revolving Credit Commitment Class) and (2b) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.172.15, (i) the Existing Revolving Credit Commitments of each Lender any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Revolving Credit Commitments so extended on such date (or, if agreed by the Borrower and the Lenders providing such Extended Revolving Credit Commitments, by any greater amount so long as (i) a proportionate reduction of the Specified Existing Revolving Credit Commitments has been offered to each Lender to whom the applicable Revolving Credit Extension Request has been made (which may be conditioned upon such Lender becoming an Extending Lender), and (ii) the Borrower prepays the Existing Commitments Revolving Credit Loans of any Lender not such Class owed to such Lenders providing such Extended Revolving Credit Commitments shall be reduced, solely to the extent elected necessary to be reduced ensure that, after giving pro forma effect to such repayment or reduction, the Existing Revolving Credit Loans of such Class are held by the Borrower pursuant Lenders of such Class on a pro rata basis in accordance with their Existing Revolving Credit Commitments of such Class after giving pro forma effect to Section 2.17, among the Class or Classes of Commitments elected by the Borrower such reduction) (provided that (x) after giving pro forma effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Credit Commitment of such Lender thereof (such Total Exposure revolving credit exposure and Revolving Credit Commitment in the case of an Extending Lender being determined for purposes of this provisoin each case, for the avoidance of doubt, exclusive of such Extending LenderXxxxxx’s Extended Revolving Credit Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving pro forma effect to any conversion or exchange pursuant to Section 2.17 2.15 of Existing Revolving Credit Commitments and Existing Revolving Credit Loans into Extended Revolving Credit Commitments and Extended Revolving Credit Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (biii) any partial reduction pursuant to this Section 4.2 shall be in the an aggregate amount of at least $1,000,000 and (cor, in the case of Revolving Credit Loans denominated in an Alternative Currency, €1,000,000, CAN$1,000,000, £1,000,000, A$1,000,000 or like amount in any other Alternative Currency, as applicable) or any whole multiple of $1,000,000 (or, in the case of Revolving Credit Loans denominated in an Alternative Currency, €1,000,000, CAN$1,000,000, £1,000,000, A$1,000,000 or like amount in any other Alternative Currency, as applicable) in excess thereof, in each case unless the Administrative Agent otherwise agrees, (iv) after giving pro forma effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures revolving credit exposures for such Class shall not exceed the Loan LimitTotal Revolving Credit Commitment for such Class, (v) after giving pro forma effect to such termination or reduction and to any prepayments of Additional/Replacement Revolving Credit Loans of any Class or cancellation or cash collateralization of letters of credit made on the date thereof in accordance with this Agreement, the aggregate amount of such Lenders’ revolving credit exposures for such Class shall not exceed the Total Additional/Replacement Revolving Credit Commitment for such Class and the aggregate amount of the Lenders’ revolving credit exposure for all Classes shall not exceed the Total Revolving Credit Commitment for all Classes, and (vi) if, after giving pro forma effect to any reduction hereunder, the Letter of Credit Commitment or the Swingline Commitment exceeds the sum of the Total Revolving Credit Commitment and the Total Additional/Replacement Revolving Credit Commitment (if any), such Commitment shall be automatically reduced by the amount of such excess.
(b) The Upon at least one Business Day’s prior written notice to the Administrative Agent and the applicable Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the applicable Revolving Credit Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Letter of Credit Sub-Commitment, in whole or in part, with, if applicable, each Letter of Credit Issuer’s Letter of Credit Sub-Commitment being reduced on a pro rata basis; provided that, after giving pro forma effect to such termination or reduction, the Letter of Credit Obligations shall not exceed the Letter of Credit Sub-Commitment.
(c) Notwithstanding anything to the contrary set forth in Section 4.2(a), the Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior written notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f2.16(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), ; provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing BankLetter of Credit Issuer, the any Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Samples: Credit Agreement (MultiPlan Corp)
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, Class as determined by the Borrower, in whole or in part; provided that (a) with respect any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the Commitmentsdate of termination or reduction, (b) any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of within any such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either at its direction (A) ratably among Classes or (B) first including, for the avoidance of doubt, to the Commitments with respect to any Existing Class of Extended Revolving Credit Commitments and second without any termination or reduction of the Commitments with respect to any Extended Commitments Existing Revolving Credit Class of the same Specified Existing Revolving Credit Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.172.15, (i) the Existing Revolving Credit Commitments of each Lender any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Revolving Credit Commitments so extended on such date (or, if agreed by such Lender the Borrower and (ii) the Existing Commitments of any Lender not Lenders providing such Extended Revolving Credit Commitments, by any greater amount so long as the Borrower prepays the Existing Revolving Credit Loans of such Class owed to such Lenders providing such Extended Revolving Credit Commitments shall be reduced, solely to the extent elected necessary to be reduced ensure that after giving effect to such repayment or reduction, the Existing Revolving Credit Loans of such Class are held by the Borrower pursuant Lenders of such Class on a pro rata basis in accordance with their Existing Revolving Credit Commitments of such Class after giving effect to Section 2.17, among the Class or Classes of Commitments elected by the Borrower such reduction) (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Credit Commitment of such Lender thereof (such Total Exposure revolving credit exposure and Existing Revolving Credit Commitment in the case of an Extending Lender being determined for purposes of this provisoin each case, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Revolving Credit Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion exchange pursuant to Section 2.17 2.15 of Existing Revolving Credit Commitments and Existing Revolving Credit Loans into Extended Revolving Credit Commitments and Extended Revolving Credit Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (bc) any partial reduction pursuant to this Section 4.2 shall be in the an aggregate amount of at least $10,000,000 or any whole multiple of $1,000,000 and in excess thereof, (cd) after giving effect to such termination or reduction and to any prepayments of Revolving Credit Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Revolving Credit Exposures for such Class shall not exceed the Loan LimitTotal Revolving Credit Commitment for such Class, (e) after giving effect to such termination or reduction and to any prepayments of Additional/Replacement Revolving Credit Loans of any Class or cancellation or cash collateralization of letters of credit made on the date thereof in accordance with the Agreement, the aggregate amount of such Lender’s revolving credit exposure shall not exceed the Total Additional/Replacement Revolving Credit Commitment for such Class and (f) if, after giving effect to any reduction hereunder, the Total Letter of Credit Commitment or the Total Swingline Commitment exceeds the sum of the Total Revolving Credit Commitment and the Total Additional/Replacement Revolving Credit Commitment (if any), such Commitment shall be automatically reduced by the amount of such excess.
(b) Upon at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent and each Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the applicable Revolving Credit Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Total Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, (i) the Letter of Credit Obligations shall not exceed the Total Letter of Credit Commitment and (ii) the Letter of Credit Obligations applicable to each Letter of Credit Issuer shall not exceed such Letter of Credit Issuer’s Letter of Credit Commitment.
(c) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f2.16(a)(iv) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing BankLetter of Credit Issuer, the any Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender any one or more Lenders providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender thereof (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this provisoin each case, for the avoidance of doubt, exclusive of such Extending LenderXxxxxx’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), ,
(b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Samples: Credit Agreement
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Revolving Lenders), the Borrower shall have the right, without premium or penalty, on any day, to permanently to terminate or reduce the Commitments of any ClassRevolving Commitments, as determined by the Borrower, in whole or in part; provided that (ai) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently ratably to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoingRevolving Lender’s Revolving Commitment, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 500,000 and in an integral multiple of $100,000 in excess thereof and (ciii) after giving effect to such termination or reduction and to any prepayments of Revolving Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures Revolving Exposure shall not exceed the Revolving Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing BankLetter of Credit Issuer, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, Class as determined by the Borrower, in whole or in part; provided that (a) with respect any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the Commitmentsdate of termination or reduction, (b) any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of within any such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either at its direction (A) ratably among Classes or (B) first including, for the avoidance of doubt, to the Commitments with respect to any Existing Class of Extended Revolving Credit Commitments and second without any termination or reduction of the Commitments with respect to any Extended Commitments 118 LPL – A&R Credit Agreement Existing Revolving Credit Class of the same Specified Existing Revolving Credit Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.172.15, (i) the Existing Revolving Credit Commitments of each Lender any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Revolving Credit Commitments so extended on such date (or, if agreed by such Lender the Borrower and (ii) the Existing Commitments of any Lender not Lenders providing such Extended Revolving Credit Commitments, by any greater amount so long as the Borrower prepays the Existing Revolving Credit Loans of such Class owed to such Lenders providing such Extended Revolving Credit Commitments shall be reduced, solely to the extent elected necessary to be reduced ensure that after giving effect to such repayment or reduction, the Existing Revolving Credit Loans of such Class are held by the Borrower pursuant Lenders of such Class on a pro rata basis in accordance with their Existing Revolving Credit Commitments of such Class after giving effect to Section 2.17, among the Class or Classes of Commitments elected by the Borrower such reduction) (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Credit Commitment of such Lender thereof (such Total Exposure revolving credit exposure and Existing Revolving Credit Commitment in the case of an Extending Lender being determined for purposes of this provisoin each case, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Revolving Credit Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion exchange pursuant to Section 2.17 2.15 of Existing Revolving Credit Commitments and Existing Revolving Credit Loans into Extended Revolving Credit Commitments and Extended Revolving Credit Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (bc) any partial reduction pursuant to this Section 4.2 shall be in the an aggregate amount of at least $10,000,000 or any whole multiple of $1,000,000 and in excess thereof, (cd) after giving effect to such termination or reduction and to any prepayments of Revolving Credit Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Revolving Credit Exposures for such Class shall not exceed the Loan LimitTotal Revolving Credit Commitment for such Class, (e) after giving effect to such termination or reduction and to any prepayments of Additional/Replacement Revolving Credit Loans of any Class or cancellation or cash collateralization of letters of credit made on the date thereof in accordance with the Agreement, the aggregate amount of such Lender’s revolving credit exposure shall not exceed the Total Additional/Replacement Revolving Credit Commitment for such Class and (f) if, after giving effect to any reduction hereunder, the Total Letter of Credit Commitment or the Total Swingline Commitment exceeds the sum of the Total Revolving Credit Commitment and the Total Additional/Replacement Revolving Credit Commitment (if any), such Commitment shall be automatically reduced by the amount of such excess.
(b) Upon at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent and each Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the applicable Revolving Credit Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Total Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, (i) the Letter of Credit Obligations shall not exceed the Total Letter of Credit Commitment and (ii) the Letter of Credit Obligations applicable to each Letter of Credit Issuer shall not exceed such Letter of Credit Issuer’s Letter of Credit Commitment. 119 LPL – A&R Credit Agreement
(c) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f2.16(a)(iv) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing BankLetter of Credit Issuer, the any Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Samples: Fourth Amendment Agreement (LPL Financial Holdings Inc.)
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ the prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (in which notice case the Administrative Agent shall promptly transmit to notify each of the applicable Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (ai) with respect any such notice shall be received by the Administrative Agent not later than 1:00 p.m., at least two Business Days prior to the Commitmentsproposed date of termination or reduction, (ii) any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of within such Class, except that, notwithstanding the foregoing, (1a) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either at its direction (A) ratably among Classes or (B) first including, for the avoidance of doubt, to the Commitments with respect to any Existing Class of Extended Revolving Credit Commitments and second without any termination or reduction of the Commitments with respect to any Extended Existing Revolving Credit Commitments of the same Specified Existing Revolving Credit Commitment Class) and (2b) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.172.15, (i) the Existing Revolving Credit Commitments of each Lender any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Revolving Credit Commitments so extended on such date (or, if agreed by such Lender the Borrower and (ii) the Existing Commitments of any Lender not Lenders providing such Extended Commitments shall be reducedRevolving Credit Commitments, solely to by any greater amount so long as (i) a proportionate reduction of the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), -146- #96562806v11
(b) any partial reduction pursuant to this Section 4.2 shall be in the amount of Upon at least $1,000,000 one Business Day’s prior written notice to the Administrative Agent and the applicable Letter of Credit Issuer (c) which notice the Administrative Agent shall promptly transmit to each of the applicable Revolving Credit Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Letter of Credit Sub-Commitment, in whole or in part, with, if applicable, each Letter of Credit Issuer’s Letter of Credit Sub-Commitment being reduced on a pro rata basis; provided that, after giving pro forma effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters reduction, the Letter of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures Obligations shall not exceed the Loan LimitLetter of Credit Sub-Commitment.
(bc) The Notwithstanding anything to the contrary set forth in Section 4.2(a), the Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior written notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f2.16(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), ; provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing BankLetter of Credit Issuer, the any Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ the prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (in which notice case the Administrative Agent shall promptly transmit to notify each of the applicable Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (a) with respect any such notice shall be received by the Administrative Agent not later than 1:00 p.m., at least two Business Days prior to the Commitmentsproposed date of termination or reduction, (b) any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of within such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either at their direction (A) ratably among Classes or (B) first including, for the avoidance of doubt, to the Commitments with respect to any Existing Class of Extended Revolving Credit Commitments and second without any termination or reduction of the Commitments with respect to any Extended Existing Revolving Credit Commitments of the same Specified Existing Revolving Credit Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.172.15, (i) the Existing Revolving Credit Commitments of each Lender any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Revolving Credit Commitments so extended on such date (or, if agreed by such Lender the Borrower and (ii) the Existing Commitments of any Lender not Lenders providing such Extended Revolving Credit Commitments, by any greater amount so long as (a) a proportionate reduction of the Specified Existing Revolving Credit Commitments shall has been offered to each Lender to whom the applicable Revolving Credit Extension Request has been made (which may be reducedconditioned upon such Lender becoming an Extending Lender), solely and (b) the Borrower prepays the Existing Revolving Credit Loans of such Class and Designated Acquisition Swingline Loans owed to such Lenders providing such Extended Revolving Credit Commitments and Designated Acquisition Swingline Loans to the extent elected necessary to be reduced ensure that, after giving pro forma effect to such repayment or reduction, the Existing Revolving Credit Loans and Designated Acquisition Swingline Loans of such Class are held by the Borrower pursuant Lenders of such Class on a pro rata basis in accordance with their Existing Revolving Credit Commitments of such Class after giving pro forma effect to Section 2.17, among the Class or Classes of Commitments elected by the Borrower such reduction) (provided that (x) after giving pro forma effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure aggregate amount of the revolving credit exposure (including, for the avoidance of doubt, the Designated Acquisition Swingline Exposure) of any such Lender does not exceed the Existing Revolving Credit Commitment of such Lender thereof (such Total Exposure revolving credit exposure and Revolving Credit Commitment in the case of an Extending Lender being determined for purposes of this provisoin each case, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Revolving Credit Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving pro forma effect to any conversion or exchange pursuant to Section 2.17 2.15 of Existing Revolving Credit Commitments and Existing Revolving Credit Loans into Extended Revolving Credit Commitments and Extended Revolving Credit Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (bc) any partial reduction pursuant to this Section 4.2 shall be in the an aggregate amount of at least $1,000,000 and 1,000,000, or any whole multiple of $1,000,000, in excess thereof (cd) after giving pro forma effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures revolving credit exposures for such Class shall not exceed the Loan LimitTotal Revolving Credit Commitment for such Class, (e) after giving pro forma effect to such termination or reduction and to any prepayments of Additional/Replacement Revolving Credit Loans of any Class or cancellation or cash collateralization of letters of credit made on the date thereof in accordance with this Agreement, the aggregate amount of such Lenders’ revolving credit exposures for such Class shall not exceed the Total Additional/Replacement Revolving Credit Commitment for such Class and the aggregate amount of the Lenders’ revolving credit exposure for all Classes shall not exceed the Total Revolving Credit Commitment for all Classes, and (f) if, after giving pro forma effect to any reduction hereunder, the Letter of Credit Commitment exceeds the sum of the Total Revolving Credit Commitment and the Total Additional/Replacement Revolving Credit Commitment (if any), such Commitment shall be automatically reduced by the amount of such excess.
(b) The Upon at least one Business Day’s prior written notice to the Administrative Agent and the Issuing Lender (which notice the Administrative Agent shall promptly transmit to each of the applicable Revolving Credit Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Letter of Credit Sub-Commitment, in whole or in part; provided that, after giving pro forma effect to such termination or reduction, the Letter of Credit Obligations shall not exceed the Letter of Credit Sub-Commitment.
(c) Notwithstanding anything to the contrary set forth in Section 4.2(a), the Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior written notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f2.16(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), ; provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing BankLender, the any Designated Acquisition Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Voluntary Reduction of Commitments. (a) Upon at least two three Business Days’ ' prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Notice Office (which notice the Administrative Agent’s Office Agent shall promptly transmit to each Lender), the Borrower shall have the right, without premium or penalty, to terminate the unutilized portion of the Domestic Revolving Commitments, the Multicurrency Revolving Commitments and/or, the Swing Line Commitment, as the case may be, in part or in whole; provided that (w) any such voluntary termination of the Domestic Revolving Commitments and/or Multicurrency Revolving Commitments, as the case may be, shall apply to proportionately and permanently reduce the Domestic Revolving Commitment and/or Multicurrency Revolving Commitments, as the case may be, of each Domestic Revolving Lender or Multicurrency Revolving Lender, as the case may be, (x) any partial voluntary reduction pursuant to this Section 4.1 shall be in the amount of at least $10,000,000 and integral multiples of $5,000,000 in excess of that amount (y) any such voluntary termination of the Domestic Revolving Commitments shall occur simultaneously with a voluntary prepayment, pursuant to Section 4.3 such that the total of the Domestic Revolving Commitments shall not be reduced below the aggregate principal amount of outstanding Domestic Revolving Loans plus the Assigned Dollar Value of the aggregate Domestic LC Obligations and the Assigned Dollar Value of the Swing Line Loans and (z) any such voluntary termination of the Multicurrency Revolving Commitment shall occur simultaneously with a voluntary prepayment, pursuant to Section 4.3 such that the total of the Multicurrency Revolving Commitments shall not be reduced below the Assigned Dollar Value of the aggregate principal amount of outstanding Multicurrency Revolving Loans plus the aggregate Assigned Dollar Value of the Multicurrency LC Obligations.
(b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days' prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments entire Domestic Revolving Commitment and/or Multicurrency Revolving Commitment of any Classsuch Lender, so long as determined by all Loans, together with accrued and unpaid interest, fees and all other amounts, due and owing to such Lender are repaid concurrently with the Borrower, in whole or in part; provided that (a) with respect to the Commitments, any effectiveness of such termination or reduction at which time Schedule 1.1 shall apply proportionately and permanently be deemed modified to reduce the Commitments of each of the Lenders of reflect such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments changed amounts pursuant to Section 2.174.3(b) and the Borrower cash collateralizes such Lender's Domestic Revolver Pro Rata Share of the Domestic LC Obligations and such Lender's Multicurrency Revolver Pro Rata Share of the Multicurrency LC Obligations (in the manner set forth in Section 4.4(a)) then outstanding. At such time, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined no longer constitute a "Lender" for purposes of this provisoAgreement, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) except with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be indemnifications in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account favor of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that which shall survive as to such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting repaid Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
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Voluntary Reduction of Commitments. (a) Upon at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s its Notice Office (which notice shall be deemed to be given on a certain day only if given before 2:00 P.M. (New York time) on such day and shall be promptly transmitted by the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrowerreduce, in whole or in part, the Total Unutilized Revolving Commitment or the Total Delayed-Draw B Term Commitment; provided that (aw) with respect to the Commitments, any such termination or partial reduction shall apply to proportionately and permanently to reduce the Revolving Commitments of each of or Delayed- Draw B Term Commitments, as the Lenders of such Classcase may be, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any with such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduceda Commitment, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of any reduction to the Total Unutilized Revolving Commitment, no such reduction shall reduce any Lender’s Revolving Commitment by an Extending Lender being determined for purposes of this proviso, for amount greater than the avoidance of doubt, exclusive then Unutilized Revolving Commitment of such Extending Lender’s Extended Commitment and any exposure in respect thereof) , and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 2.02 shall be in the amount integral multiples of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit1,000,000.
(b) The Borrower may terminate In the unused amount event of refusals by a Lender to consent to proposed changes, waivers, discharges or terminations of or to any of the Commitment provisions of a Defaulting Lender upon not less than two this Agreement as contemplated by clauses (i) through (vii), inclusive, of the first proviso to Section 11.11(a) of this Agreement or clause (1) or (2) of the second proviso to Section 11.11(a) which have been approved by the Super-Majority Lenders as provided in Section 11.11(b), the Borrower shall have the right, subject to obtaining the consents required by Section 11.11(b), upon two Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the specified effective date) Lenders), to terminate the entire Delayed-Draw B Term Commitment and/or Revolving Commitment of such Lender, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Lender (including all amounts, if any, owing pursuant to Section 1.11 but excluding amounts owing in respect of Loans of any Facility maintained by such Lender, if such condition is Loans are not satisfiedbeing repaid pursuant to Section 11.11(b)) are repaid concurrently with the effectiveness of such termination (at which time Annex I shall be deemed modified to reflect such changed amounts) and at such time, unless the respective Lender continues to have outstanding Commitments and/or Loans hereunder, such Lender shall no longer constitute a “Lender” for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, Sections 1.10, 1.11, 1A.06, 3.05, 11.01 and 11.06), which shall survive as to such repaid Lender.
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Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ the prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that (a) with respect any such notice shall be received by the Administrative Agent not later than 1:00 p.m., at least NY\6379601.11 three Business Days prior to the Commitmentsproposed date of termination or reduction, (b) any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either at its direction (A) ratably among Classes or (B) first including, for the avoidance of doubt, to the Commitments with respect to any Existing Class of Extended Revolving Credit Commitments and second without any termination or reduction of the Commitments with respect to any Extended Existing Revolving Credit Commitments of the same Specified Existing Revolving Credit Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.172.15, (i) the Existing Revolving Credit Commitments of each Lender any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Revolving Credit Commitments so extended on such date (or, if agreed by such Lender the Borrower and (ii) the Existing Commitments of any Lender not Lenders providing such Extended Revolving Credit Commitments, by any greater amount so long as the Borrower prepays the Existing Revolving Credit Loans of such Class owed to such Lenders providing such Extended Revolving Credit Commitments shall be reduced, solely to the extent elected necessary to be reduced ensure that after giving effect to such repayment or reduction, the Existing Revolving Credit Loans of such Class are held by the Borrower pursuant Lenders of such Class on a pro rata basis in accordance with their Existing Revolving Credit Commitments of such Class after giving effect to Section 2.17, among the Class or Classes of Commitments elected by the Borrower such reduction) (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Credit Commitment of such Lender thereof (such Total Exposure revolving credit exposure and Revolving Credit Commitment in the case of an Extending Lender being determined for purposes of this provisoin each case, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Revolving Credit Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion or exchange pursuant to Section 2.17 2.15 of Existing Revolving Credit Commitments and Existing Revolving Credit Loans into Extended Revolving Credit Commitments and Extended Revolving Credit Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (bc) any partial reduction pursuant to this Section 4.2 shall be in the an aggregate amount of at least $1,000,000 and or any whole multiple of $1,000,000 in excess thereof, (cd) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures revolving credit exposures for such Class shall not exceed the Loan LimitTotal Revolving Credit Commitment for such Class and (e) if, after giving effect to any reduction hereunder, the Letter of Credit Commitment or the Swingline Commitment exceeds the sum of the Total Revolving Credit Commitment, such Commitment shall be automatically reduced by the amount of such excess.
(b) Upon at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent and the Letter of Credit Issuer NY\6379601.11 (which notice the Administrative Agent shall promptly transmit to each of the applicable Revolving Credit Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Letter of Credit Sub-Commitment in whole or in part; provided that, after giving effect to such termination or reduction, the Letter of Credit Obligations shall not exceed the Letter of Credit Sub-Commitment.
(c) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f2.16(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing BankLetter of Credit Issuer, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Samples: Credit Agreement (Amsurg Corp)
Voluntary Reduction of Commitments. (a) Upon at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, Class as determined by the Borrower, in whole or in part; provided that (a) with respect any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the Commitmentsdate of termination or reduction, (b) any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of within any such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either at its direction (A) ratably among Classes or (B) first including, for the avoidance of doubt, to the Commitments with respect to any Existing Class of Extended Revolving Credit Commitments and second without any termination or reduction of the Commitments with respect to any Extended Commitments Existing Revolving Credit Class of the same Specified Existing Revolving Credit Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.172.15, (i) the Existing Revolving Credit Commitments of each Lender any one or more Lenders providing any such Extended Revolving Credit Commitments on such LPL – Conformed A&R Credit Agreement date shall be reduced in an amount equal to the amount of Specified Existing Revolving Credit Commitments so extended on such date (or, if agreed by such Lender the Borrower and (ii) the Existing Commitments of any Lender not Lenders providing such Extended Revolving Credit Commitments, by any greater amount so long as the Borrower prepays the Existing Revolving Credit Loans of such Class owed to such Lenders providing such Extended Revolving Credit Commitments shall be reduced, solely to the extent elected necessary to be reduced ensure that after giving effect to such repayment or reduction, the Existing Revolving Credit Loans of such Class are held by the Borrower pursuant Lenders of such Class on a pro rata basis in accordance with their Existing Revolving Credit Commitments of such Class after giving effect to Section 2.17, among the Class or Classes of Commitments elected by the Borrower such reduction) (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Credit Commitment of such Lender thereof (such Total Exposure revolving credit exposure and Existing Revolving Credit Commitment in the case of an Extending Lender being determined for purposes of this provisoin each case, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Revolving Credit Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion exchange pursuant to Section 2.17 2.15 of Existing Revolving Credit Commitments and Existing Revolving Credit Loans into Extended Revolving Credit Commitments and Extended Revolving Credit Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (bc) any partial reduction pursuant to this Section 4.2 shall be in the an aggregate amount of at least $10,000,000 or any whole multiple of $1,000,000 and in excess thereof, (cd) after giving effect to such termination or reduction and to any prepayments of Revolving Credit Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Revolving Credit Exposures for such Class shall not exceed the Loan LimitTotal Revolving Credit Commitment for such Class, (e) after giving effect to such termination or reduction and to any prepayments of Additional/Replacement Revolving Credit Loans of any Class or cancellation or cash collateralization of letters of credit made on the date thereof in accordance with the Agreement, the aggregate amount of such Lender’s revolving credit exposure shall not exceed the Total Additional/Replacement Revolving Credit Commitment for such Class and (f) if, after giving effect to any reduction hereunder, the Total Letter of Credit Commitment or the Total Swingline Commitment exceeds the sum of the Total Revolving Credit Commitment and the Total Additional/Replacement Revolving Credit Commitment (if any), such Commitment shall be automatically reduced by the amount of such excess.
(b) Upon at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent and each Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the applicable Revolving Credit Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Total Letter of Credit Commitment in whole or in part; provided that, after giving effect to such termination or reduction, (i) the Letter of Credit Obligations shall not exceed the Total Letter of Credit Commitment and (ii) the Letter of Credit Obligations applicable to each Letter of Credit Issuer shall not exceed such Letter of Credit Issuer’s Letter of Credit Commitment. LPL – Conformed A&R Credit Agreement
(c) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f2.16(a)(iv) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing BankLetter of Credit Issuer, the any Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
Appears in 1 contract
Voluntary Reduction of Commitments. (a) Upon at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Notice Office (which notice the Administrative Agent’s Office Agent shall promptly transmit to each Lender), the Borrower shall have the right, without premium or penalty, to terminate the unutilized portion of the Revolving Commitments and/or, the Swing Line Commitment, as the case may be, in part or in whole; provided that (i) any such voluntary termination of the Revolving Commitments shall apply proportionately to, and shall permanently reduce, the Revolving Commitments of each Revolving Lender; (ii) any partial voluntary reduction of the Revolving Commitments pursuant to this Section 4.1 shall be in the amount of at least $10,000,000 and integral multiples of $5,000,000 in excess of that amount and (iii) any such voluntary termination of the Revolving Commitment shall occur simultaneously with a voluntary prepayment, pursuant to Section 4.3 such that the total of the Revolving Commitments shall not be reduced below the sum of the Assigned Dollar Value of the aggregate principal amount of outstanding Revolving Loans, Swing Line Loans and LC Obligations plus any Overdraft Reserve.
(b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall have the right, upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to terminate the entire Revolving Commitment of such Lender, so long as (i) the Borrower repays all Loans, together with accrued and unpaid interest, fees and all other amounts, due and owing to such Lender pursuant to Section 4.3(b) concurrently with the effectiveness of such termination at which time Schedule 1.1(a) shall be deemed modified to reflect such changed amounts and (ii) the Borrower cash collateralizes such Lender’s Pro Rata Share of the LC Obligations (in the manner set forth in Section 4.4(a)) then outstanding. At such time, such Lender shall no longer constitute a “Lender” for purposes of this Agreement, except with respect to indemnifications in favor of such Lender under this Agreement which shall survive as to such repaid Lender.
(c) In the event that any Revolving Lender does not consent to an increase in its Revolving Commitment pursuant to a Revolving Commitment Increase, the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that upon five (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this proviso, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 shall be in the amount of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (25) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. Notwithstanding anything to the contrary contained in this Agreement, any such notice of commitment termination pursuant to Section 4.2 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.Agent
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Voluntary Reduction of Commitments. (a) Upon at least two three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) given by the Parent Borrower to the Administrative Agent at the Administrative Agent’s its Notice Office (which notice shall be deemed to be given on a certain day only if given before 11:00 A.M. (New York time) on such day and the Administrative Agent shall promptly transmit such notice to each of the Tranche 1 Lenders), the Parent Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or partially reduce the Commitments of any ClassTotal Unutilized Tranche 1 Commitment, as determined by the Borrower, in whole or in part; provided that (a) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (A) ratably among Classes or (B) first to the Commitments with respect to any Existing Commitments and second to any Extended Commitments and (2) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.17, (i) the Existing Commitments of each Lender providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date by such Lender and (ii) the Existing Commitments of any Lender not providing such Extended Commitments shall be reduced, solely to the extent elected to be reduced by the Borrower pursuant to Section 2.17, among the Class or Classes of Commitments elected by the Borrower (provided that (x) after giving effect to any such reduction shall apply to permanently reduce the Total Unutilized Tranche 1 Commitment and to proportionately reduce the repayment of any Loans made on such date, the Total Exposure of any such Lender does not exceed the Tranche 1 Commitment of such Lender (such Total Exposure and Commitment in the case of an Extending Lender being determined for purposes of this provisoeach Tranche 1 Lender, for the avoidance of doubt, exclusive of such Extending Lender’s Extended Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause (x) shall be made in compliance with the requirements of Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.17 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of any other Lender), (b) any partial reduction pursuant to this Section 4.2 3.02(a) shall be in the amount integral multiples of at least $1,000,000 and (c) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Total Exposures shall not exceed the Loan Limit5,000,000.
(b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than two (2) Upon at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) given by the Parent Borrower to the Administrative Agent at its Notice Office (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.15(f) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not notice shall be deemed to be given on a waiver or release certain day only if given before 11:00 A.M. (New York time) on such day and the Administrative Agent shall promptly transmit such notice to each of any claim the BorrowerTranche 2 Lenders), the Administrative AgentParent Borrower shall have the right, without premium or penalty, to terminate or partially reduce the Total Unutilized Tranche 2 Commitment, provided that (x) any Issuing Banksuch reduction shall apply to permanently reduce the Total Unutilized Tranche 2 Commitment and to proportionately reduce the Tranche 2 Commitment of each Tranche 2 Lender, the Swingline Lender or and (y) any Lender may have against such Defaulting Lender. partial reduction pursuant to this Section 3.02(b) shall be in integral multiples of at least $5,000,000.
(c) Notwithstanding anything to the contrary contained in this Section 3.02 or elsewhere in this Agreement, any such notice of commitment termination reductions to the Total Unutilized Tranche 1 Commitment or the Total Unutilized Tranche 2 Commitment made pursuant to Section 4.2 may state that it is conditioned upon Sections 3.02(a) or (b), respectively, shall be applied pro rata to the occurrence or non-occurrence Total Tranche 1 Commitment and the Total Tranche 2 Commitment based on the Tranche 1 Reduction Percentage and the Tranche 2 Reduction Percentage, in each case as in effect at the time of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedreduction.
Appears in 1 contract
Samples: Credit Agreement (Endurance Specialty Holdings LTD)
