Amounts and Terms of the Commitments. (a) Each Lender severally agrees, on the terms and conditions set forth herein, to make loans denominated in dollars to the Company (each such loan, a “Revolving Credit Loan”) from time to time on any Business Day during the period from the Effective Date to the Termination Date, so long as (a) with respect to any Lender, such Revolving Credit Loans then requested to be made by such Lender do not exceed such Lender’s Pro Rata Share of the aggregate amount of all Loans then requested from the Lenders, and (b) the sum of the aggregate principal amount of all Revolving Credit Loans by all Lenders hereunder plus the aggregate principal amount of all Swing Line Loans plus the LC Obligation outstanding at any time does not exceed the lesser of the Borrowing Base and the Elected Commitment Amount in effect at such time. Subject to the terms and conditions hereof, until the Termination Date, Company may borrow, repay, and reborrow hereunder. (b) Upon the request of any Lender made through the Administrative Agent, the Company shall execute and deliver to such Lender (through the Administrative Agent) a promissory note from the Company payable to such Lender or its registered assigns (herein called such Lender’s “Note” and collectively, the “Notes”). The amount of principal owing on any Lender’s Note at any given time shall be the aggregate amount of all Loans theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall accrue and be due and payable as provided herein and therein. (c) Subject to the terms and conditions of Section 2.10 below and relying upon the agreements of the Lenders set forth herein, the Issuing Lender agrees to issue Letters of Credit as support for Derivative Contracts covering Oil and Gas commodities as approved by the Administrative Agent and other purposes permitted hereunder, upon the request of the Company at any time and from time to time on and after the Effective Date and up to, but excluding, the Termination Date (the “Availability Period”). The Lenders severally agree to participate in all Letters of Credit and drawings thereunder. No Letter of Credit will be issued in a face amount which, after giving effect to the issuance of such Letter of Credit, would cause the LC Obligation to exceed $75,000,000 or the Effective Amount to exceed the Borrowing Base then in effect. (d) On the Effective Date (a) the commitments of the lenders under the Existing Credit Agreement that are Lenders under this Agreement are reallocated among such Lenders and, as applicable, increased as set forth on Schedule 2.01, and (b) the commitment of any lender under the Existing Credit Agreement that is not a Lender hereunder is terminated.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Breitburn Energy Partners LP)
Amounts and Terms of the Commitments. (a) Each Lender severally agrees, on the terms and conditions set forth herein, to make loans denominated in dollars to the Company (each such loan, a “Revolving Credit Loan”) from time to time on any Business Day during the period from the Effective Date to the Termination Date, so long as (a) with respect to any Lender, such Revolving Credit Loans then requested to be made by such Lender do not exceed such Lender’s Pro Rata Share of the aggregate amount of all Loans then requested from the Lenders, and (b) the sum of the aggregate principal amount of all Revolving Credit Loans by all Lenders hereunder plus the aggregate principal amount of all Swing Line Loans plus the LC Obligation outstanding at any time does not exceed the lesser of the Borrowing Base and the Elected Commitment Amount in effect at such time. Subject to the terms and conditions hereof, until the Termination Date, Company may borrow, repay, and reborrow hereunder.
(b) Upon the request of any Lender made through the Administrative Agent, the Company shall execute and deliver to such Lender (through the Administrative Agent) a promissory note from the Company payable to the order of such Lender or its registered assigns (herein called such Lender’s “Note” and collectively, the “Notes”). The amount of principal owing on any Lender’s Note at any given time shall be the aggregate amount of all Loans theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall accrue and be due and payable as provided herein and therein.
(c) Subject to the terms and conditions of Section 2.10 below and relying upon the agreements of the Lenders set forth herein, the Issuing Lender agrees to issue Letters of Credit as support for Derivative Contracts covering Oil and Gas commodities as and other purposes approved by the Administrative Agent and other purposes permitted hereunder, upon the request of the Company at any time and from time to time on and after the Effective Date and up to, but excluding, the Termination Date (the “Availability Period”). The , and the Lenders severally agree to participate in all such Letters of Credit and drawings thereunder. No Letter of Credit will be issued in a face amount which, after giving effect to the issuance of such Letter of Credit, would cause the LC Obligation to exceed $75,000,000 50,000,000 or the Effective Amount to exceed the Borrowing Base then in effect.
(d) On the Effective Date (a) the commitments of the lenders under the Existing Credit Agreement that are Lenders under this Agreement are reallocated among such Lenders and, as applicable, increased as set forth on Schedule 2.01, and (b) the commitment of any lender under the Existing Credit Agreement that is not a Lender hereunder is terminated.
Appears in 2 contracts
Sources: Credit Agreement (BreitBurn Energy Partners L.P.), Credit Agreement (BreitBurn Energy Partners L.P.)
Amounts and Terms of the Commitments. (a) Each Lender severally agrees, on Subject to and upon the terms and conditions set forth herein, to make loans denominated each Lender with an Initial Term Loan Commitment on the Original Closing Date made an Initial Term Loan on the Original Closing Date in dollars to the Company (each such loan, a “Revolving Credit Loan”) from time to time on any Business Day during the period from the Effective Date to the Termination Date, so long as (a) with respect to any Lender, such Revolving Credit Loans then requested to be made by such Lender do not exceed such Lender’s Pro Rata Share of the aggregate amount of all Loans then requested from the Lenders, and (b) the sum of the aggregate principal amount of all Revolving Credit its Initial Term Loan Commitment on the Original Closing Date; provided that such Initial Term Loans by all Lenders hereunder plus (A) were incurred pursuant to a single drawing on the Original Closing Date in an aggregate principal amount of $275,000,000, (B) are denominated in Dollars, and (C) except as hereinafter provided, shall, at the option of the Borrower, be maintained as, and/or converted into Base Rate Loans or LIBOR Loans. Subject to and upon the terms and conditions set forth herein and in the Restatement Agreement, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan on the Restatement Effective Date in an amount equal to the remainder of (i) the aggregate principal amount of all Swing Line its Initial Term Loan Commitment on the Restatement Effective Date less (ii) the amount of Initial Term Loans plus of such Lender on the LC Obligation outstanding at any time does not exceed Restatement Effective Date (immediately prior to giving effect thereto); provided that such Initial Term Loans (A) will be incurred pursuant to a single drawing on the lesser Restatement Effective Date, (B) will be denominated in Dollars, (C) will initially be of the Borrowing Base same Type and will have the Elected Commitment Amount in effect at such time. Subject same Interest Period as the Initial Term Loans outstanding immediately prior to the terms Borrowing of Initial Term Loans on the Restatement Effective Date and conditions hereof(D) bear interest, until the Termination last day of such initial Interest Period, at the same rate as the Initial Term Loans outstanding immediately prior to the Borrowing of Initial Term Loans on the Restatement Effective Date. For the avoidance of doubt, Company may borrowall Initial Term Loans shall be treated as a single Class for all purposes, repay, and reborrow hereunderexcept that interest on the Initial Term Loans funded on the Restatement Effective Date shall commence to accrue from the Restatement Effective Date.
(b) Upon the request of any Lender made through the Administrative Agent, the Company shall execute and deliver to such Lender (through the Administrative Agent) a promissory note from the Company payable to such Lender or its registered assigns (herein called such Lender’s “Note” and collectively, the “Notes”). The amount of principal owing on any Lender’s Note at any given time shall be the aggregate amount of all Loans theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall accrue and be due and payable as provided herein and therein[Reserved].
(c) Subject to and upon the terms and conditions of Section 2.10 below and relying upon the agreements of the Lenders set forth herein, the Issuing each Lender with a Revolving Commitment severally agrees to issue Letters of Credit as support for Derivative Contracts covering Oil and Gas commodities as approved by make a revolving loan or revolving loans (each, an “Initial Revolving Loan” and, collectively, the Administrative Agent and other purposes permitted hereunder“Initial Revolving Loans”) to the Borrower, upon the request of the Company at any time and from time to time on and or after the Effective Original Closing Date until the earlier of the applicable Latest Maturity Date and up to, but excluding, the Termination Date (termination of the “Availability Period”). The Lenders severally agree to participate in all Letters of Credit and drawings thereunder. No Letter of Credit will be issued in a face amount which, after giving effect to the issuance Revolving Commitment of such Letter of CreditLender in accordance with the terms hereof, would cause the LC Obligation to exceed $75,000,000 or the Effective Amount to exceed the Borrowing Base then in effectan aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment.
(d) On After the Restatement Effective Date Date, subject to and upon the terms and conditions set forth herein and in the Incremental Amendment or Refinancing Amendment applicable to the Tranche of Loans (aother than an Initial Term Loan Commitment) then being made pursuant to this clause (d), each Lender with a Commitment with respect to such Tranche of Loans severally agrees to make a Loan under such Tranche to the commitments of Borrower, which Loans under such Tranche (i) shall be incurred pursuant to a single drawing on the lenders under date set forth for such incurrence in the Existing Credit Agreement that are Lenders under this Agreement are reallocated among such Lenders andIncremental Amendment or Refinancing Amendment, as applicablethe case may be, increased as set forth on Schedule 2.01(ii) shall be denominated in Dollars, and (biii) except as hereinafter provided, shall, at the commitment option of any lender the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that except as otherwise specifically provided in Section 2.11(b), all Term Loans under a Tranche comprising the Existing Credit Agreement that is same Borrowing shall at all times be of the same Type. Once repaid, Term Loans incurred hereunder may not a Lender hereunder is terminatedbe reborrowed. Within the limits set forth in this clause (d) above and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans.
Appears in 2 contracts
Sources: Credit and Guarantee Agreement (Infrastructure & Energy Alternatives, Inc.), Credit and Guarantee Agreement (Infrastructure & Energy Alternatives, Inc.)
Amounts and Terms of the Commitments. (a) Each Lender severally agrees, on the terms and conditions set forth herein, to make revolving credit loans denominated in dollars to the Company (each such loan, a “Revolving Credit Loan”) from time to time on any Business Day during the period from the Effective Date Time to the Termination DateDate (together with any conversions or continuations thereof, “Loans”), so long as, as (a) with respect to any Lender, such Revolving Credit Loans then of the time at which the requested Loan is to be made and after giving effect to such Loan, (i) the aggregate amount of all Loans by such Lender do at such time does not exceed such Lender’s Pro Rata Share of the aggregate amount of Loans of all Loans then requested from the LendersLenders at such time, and (bii) the sum aggregate amount of such Lender’s Loans and such Lender’s Pro Rata Share of the aggregate principal amount of all Revolving Credit Loans by all Lenders hereunder plus the aggregate principal amount of all Swing Line Loans plus the LC Obligation Obligations outstanding at any such time does not exceed the lesser of the Borrowing Base and the Elected Commitment Amount in effect at such timeLender’s Commitment. Subject to the terms and conditions hereof, until the Termination Date, the Company may borrow, repay, and reborrow Loans hereunder.
(b) Upon the request of If requested by any Lender made through the Administrative AgentLender, the obligation of the Company shall execute and deliver to repay to such Lender (through the Administrative Agent) aggregate amount of all Loans made by such Lender, together with interest accruing in connection therewith, shall be evidenced by a promissory note from single Note made by the Company payable to such Lender or its registered assigns (herein called the order of such Lender’s “Note” and collectively, the “Notes”). The amount of principal owing on any Lender’s Note at any given time shall be the aggregate amount of all Loans theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall accrue and be due and payable as provided herein and thereinherein.
(c) Subject to the terms and conditions of Section 2.10 2.13 below and relying upon the agreements of the Lenders representations and warranties herein set forth hereinforth, the Issuing Lender for the account of the Lenders agrees to issue or renew Letters of Credit as support for Derivative Contracts covering Oil in accordance with the applicable Notice of Borrowing and Gas commodities as approved by the Administrative Agent and other purposes permitted hereunder, upon the request of the Company at any time and from time to time on and after the Effective Date and up to, but excluding, the Termination Date (the “Availability Period”). The Lenders severally agree to participate in all Letters of Credit and drawings thereunderLC Application therefor. No Letter of Credit will be issued or renewed in a face amount which, after giving effect to the issuance or renewal of such Letter of Credit, would cause either (x) the LC Obligation Obligations to exceed $75,000,000 30,000,000 or (y) the Effective Amount to exceed the Borrowing Base then in effect. Each Letter of Credit shall by its terms be stated to expire on a date no later than the earlier of (i) one year after its Issuance (or, if renewed, one year after the renewal date) and (ii) the Termination Date, unless such Letter of Credit has been cash-collateralized with cash in an amount at least equal to 105% of the undrawn face amount thereof at least 30 days before the Termination Date. If any Letter of Credit has been drawn upon and the amount so drawn has not been reimbursed to the Issuing Lender, the Commitment of each Lender shall be deemed to be utilized for all purposes hereof in an amount equal to such Lender’s Pro Rata Share of the LC Obligations. If, for any reason, any Letter of Credit remains outstanding as of the Termination Date, the Company shall cause such Letter of Credit to be collateralized with cash in an amount at least equal to 105% of the undrawn face amount thereof under arrangements satisfactory to the Administrative Agent or to be secured by back-to-back letters of credit issued by banks, and in form and substance, satisfactory to the Administrative Agent and the Issuing Lender.
(d) On At the Effective Date (a) the commitments Time, and subject to satisfaction of the lenders under conditions precedent set forth in Section 5.1, the outstanding aggregate amount of Existing Revolving Credit Agreement that are Lenders under this Agreement are reallocated among Outstandings shall be refinanced, renewed, and extended, and such Lenders andamount shall be, and shall be deemed to be, Loans or LC Obligations (as applicable, increased ) made by the Lenders and held by the Issuing Lender (as set forth on Schedule 2.01, and (bapplicable) the commitment of any lender under the Existing Credit Agreement that is not a Lender hereunder is terminatedhereunder.
Appears in 1 contract
Sources: Credit Agreement (Venoco, Inc.)
Amounts and Terms of the Commitments. (a) Each Lender severally agrees, on the terms and conditions set forth herein, to make revolving credit loans denominated in dollars to the Company (each such loan, a “Revolving Credit Loan”) from time to time on any Business Day during the period from the Effective Date Time to the Termination DateDate (together with any conversions or continuations thereof, "Loans"), so long as, as (a) with respect to any Lender, such Revolving Credit Loans then of the time at which the requested Loan is to be made and after giving effect to such Borrowing, (i) the aggregate amount of all Loans by such Lender do at such time does not exceed such Lender’s 's Pro Rata Share of the aggregate amount of Loans of all Loans then requested from the LendersLenders at such time, and (bii) the sum of the aggregate principal amount of all Revolving Credit such Lender's Loans by all Lenders hereunder plus the aggregate principal amount and such Lender's Pro Rata Share of all Swing Line Loans plus the LC Obligation outstanding at any such time does not exceed the lesser of the Borrowing Base and the Elected Commitment Amount in effect at such timeLender's Commitment. Subject to the terms and conditions hereof, until the Termination Date, the Company may borrow, repay, and reborrow Loans hereunder.
(b) Upon the request The obligation of any Lender made through the Administrative Agent, the Company to repay to each Lender the aggregate amount of all Loans made by such Lender, together with interest accruing in connection therewith, shall execute and deliver to such Lender (through the Administrative Agent) be evidenced by a promissory note from single Note made by the Company payable to such Lender or its registered assigns (herein called the order of such Lender’s “Note” and collectively, the “Notes”). The amount of principal owing on any Lender’s 's Note at any given time shall be the aggregate amount of all Loans theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall accrue and be due and payable as provided herein and therein.
(c) Subject to the terms and conditions of Section 2.10 2.13 below and relying upon the agreements of the Lenders representations and warranties herein set forth hereinforth, the Issuing Lender for the account of the Lenders agrees to issue or renew Letters of Credit as support for Derivative Contracts covering Oil in accordance with the applicable Notice of Borrowing and Gas commodities as approved by the Administrative Agent and other purposes permitted hereunder, upon the request of the Company at any time and from time to time on and after the Effective Date and up to, but excluding, the Termination Date (the “Availability Period”). The Lenders severally agree to participate in all Letters of Credit and drawings thereunderLC Application therefor. No Letter of Credit will be issued or renewed in a face amount which, after giving effect to the issuance or renewal of such Letter of Credit, would cause either (x) the LC Obligation to exceed $75,000,000 20,000,000 or (y) the Effective Amount to exceed the Borrowing Base then in effect. Each Letter of Credit shall by its terms be stated to expire on a date no later than the earlier of (i) one year after its Issuance (or, if renewed, one year after the renewal date) and (ii) the seventh Business Day prior to the Termination Date. If any Letter of Credit has been drawn upon and the amount so drawn has not been reimbursed to the Issuing Lender, the Revolving Credit Commitment of each Lender shall be deemed to be utilized for all purposes hereof in an amount equal to such Lender's Pro Rata Share of the LC Obligation. If, for any reason, any Letter of Credit remains outstanding as of the Termination Date, the Company shall cause such Letter of Credit to be collateralized with cash in an amount at least equal to 105% of the undrawn face amount thereof under arrangements satisfactory to the Administrative Agent or to be secured by back-to-back letters of credit issued by banks, and in form and substance, satisfactory to the Administrative Agent and the Issuing Lender.
(d) On At the Effective Date (a) the commitments Time, and subject to satisfaction of the lenders under conditions precedent set forth in Section 5.1, the outstanding aggregate amount of Existing Revolving Credit Agreement that are Lenders under this Agreement are reallocated among Outstandings shall be refinanced, renewed, and extended, and such Lenders andamount shall be, and shall be deemed to be, Loans or LC Obligations (as applicable, increased ) made by the Lenders and held by the Issuing Lender (as set forth on Schedule 2.01, and (bapplicable) the commitment of any lender under the Existing Credit Agreement that is not a Lender hereunder is terminatedhereunder.
Appears in 1 contract
Sources: Credit Agreement (Venoco, Inc.)
Amounts and Terms of the Commitments. (a) Each Lender severally agrees, on the terms and conditions set forth herein, to make revolving credit loans denominated in dollars to the Company (each such loan, a “Revolving Credit Loan”) from time to time on any Business Day during the period from the Effective Date Time to the Termination DateDate (together with any conversions or continuations thereof, “Loans”), so long as, as (a) with respect to any Lender, such Revolving Credit Loans then of the time at which the requested Loan is to be made and after giving effect to such Borrowing, (i) the aggregate amount of all Loans by such Lender do at such time does not exceed such Lender’s Pro Rata Share of the aggregate amount of Loans of all Loans then requested from the LendersLenders at such time, and (bii) the sum of the aggregate principal amount of all Revolving Credit such Lender’s Loans by all Lenders hereunder plus the aggregate principal amount and such Lender’s Pro Rata Share of all Swing Line Loans plus the LC Obligation outstanding at any such time does not exceed the lesser of the Borrowing Base and the Elected Commitment Amount in effect at such timeLender’s Commitment. Subject to the terms and conditions hereof, until the Termination Date, the Company may borrow, repay, and reborrow Loans hereunder.
(b) Upon the request of If requested by any Lender made through the Administrative AgentLender, the obligation of the Company shall execute and deliver to repay to such Lender (through the Administrative Agent) aggregate amount of all Loans made by such Lender, together with interest accruing in connection therewith, shall be evidenced by a promissory note from single Note made by the Company payable to such Lender or its registered assigns (herein called the order of such Lender’s “Note” and collectively, the “Notes”). The amount of principal owing on any Lender’s Note at any given time shall be the aggregate amount of all Loans theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall accrue and be due and payable as provided herein and therein.
(c) Subject to the terms and conditions of Section 2.10 2.13 below and relying upon the agreements of the Lenders representations and warranties herein set forth hereinforth, the Issuing Lender for the account of the Lenders agrees to issue or renew Letters of Credit as support for Derivative Contracts covering Oil in accordance with the applicable Notice of Borrowing and Gas commodities as approved by the Administrative Agent and other purposes permitted hereunder, upon the request of the Company at any time and from time to time on and after the Effective Date and up to, but excluding, the Termination Date (the “Availability Period”). The Lenders severally agree to participate in all Letters of Credit and drawings thereunderLC Application therefor. No Letter of Credit will be issued or renewed in a face amount which, after giving effect to the issuance or renewal of such Letter of Credit, would cause either (x) the LC Obligation to exceed $75,000,000 20,000,000 or (y) the Effective Amount to exceed the Borrowing Base then in effect. Each Letter of Credit shall by its terms be stated to expire on a date no later than the earlier of (i) one year after its Issuance (or, if renewed, one year after the renewal date) and (ii) the seventh Business Day prior to the Termination Date. If any Letter of Credit has been drawn upon and the amount so drawn has not been reimbursed to the Issuing Lender, the Revolving Credit Commitment of each Lender shall be deemed to be utilized for all purposes hereof in an amount equal to such Lender’s Pro Rata Share of the LC Obligation. If, for any reason, any Letter of Credit remains outstanding as of the Termination Date, the Company shall cause such Letter of Credit to be collateralized with cash in an amount at least equal to 105% of the undrawn face amount thereof under arrangements satisfactory to the Administrative Agent or to be secured by back-to-back letters of credit issued by banks, and in form and substance, satisfactory to the Administrative Agent and the Issuing Lender.
(d) On At the Effective Date (a) the commitments Time, and subject to satisfaction of the lenders under conditions precedent set forth in Section 5.1, the outstanding aggregate amount of Existing Revolving Credit Agreement that are Lenders under this Agreement are reallocated among Outstandings shall be refinanced, renewed, and extended, and such Lenders andamount shall be, and shall be deemed to be, Loans or LC Obligations (as applicable, increased ) made by the Lenders and held by the Issuing Lender (as set forth on Schedule 2.01, and (bapplicable) the commitment of any lender under the Existing Credit Agreement that is not a Lender hereunder is terminatedhereunder.
Appears in 1 contract
Sources: Credit Agreement (Venoco, Inc.)
Amounts and Terms of the Commitments. (a) Each Lender severally agrees, on the terms and conditions set forth herein, to make revolving credit loans denominated in dollars to the Company (each such loan, a “Revolving Credit Loan”) from time to time on any Business Day during the period from the Effective Date Time to the Termination DateDate (together with any conversions or continuations thereof, "Revolving Credit Loans"), so long as (a) with respect to any Lender, such all Revolving Credit Loans then requested to be made by such Lender do not exceed such Lender’s 's Pro Rata Share of the aggregate amount of all Revolving Credit Loans then requested from the all Lenders, and (b) the sum of the aggregate principal amount of all such Lender's Revolving Credit Loans by all Lenders hereunder plus the aggregate principal amount of all Swing Line Loans plus the and LC Obligation outstanding at any time does not exceed the lesser such Lender's Commitment as of the Borrowing Base and date on which the Elected Commitment Amount in effect at such timerequested Revolving Credit Loan is to be made. Subject to the terms and conditions hereof, until the Termination Date, the Company may borrow, repay, and reborrow Revolving Credit Loans hereunder.
(b) Upon the request The obligation of any Lender made through the Administrative Agent, the Company to repay to each Lender the aggregate amount of all Revolving Credit Loans made by such Lender, together with interest accruing in connection therewith, shall execute and deliver to such Lender (through the Administrative Agent) be evidenced by a promissory note from single Revolving Credit Note made by the Company payable to such Lender or its registered assigns (herein called the order of such Lender’s “Note” and collectively, the “Notes”). The amount of principal owing on any Lender’s 's Revolving Credit Note at any given time shall be the aggregate amount of all Revolving Credit Loans theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Revolving Credit Note shall accrue and be due and payable as provided herein and therein.
(c) Subject to the terms and conditions of Section 2.10 2.13 below and relying upon the agreements of the Lenders representations and warranties herein set forth hereinforth, the Issuing Lender for the account of the Lenders agrees to issue Letters of Credit as support for Derivative Contracts covering Oil in accordance with the applicable Notice of Borrowing and Gas commodities as approved by the Administrative Agent and other purposes permitted hereunder, upon the request of the Company at any time and from time to time on and after the Effective Date and up to, but excluding, the Termination Date (the “Availability Period”). The Lenders severally agree to participate in all Letters of Credit and drawings thereunderLC Application therefor. No Letter of Credit will be issued in a face amount which, after giving effect to the issuance of such Letter of Credit, would cause either the LC Obligation to exceed $75,000,000 15,000,000 or the Effective Amount to exceed the Borrowing Base then in effect.
. Each Letter of Credit shall by its terms be stated to expire on a date no later than the earlier of (di) On the Effective Date one year after its Issuance and (aii) the commitments seventh Business Day prior to the Termination Date. If any Letter of Credit has been drawn upon and the amount so drawn has not been reimbursed to the Issuing Lender, the Revolving Credit Commitment of each Lender shall be deemed to be utilized for all purposes hereof in an amount equal to such Lender's Pro Rata Share of the lenders under the Existing Credit Agreement that are Lenders under this Agreement are reallocated among such Lenders and, as applicable, increased as set forth on Schedule 2.01, and (b) the commitment of any lender under the Existing Credit Agreement that is not a Lender hereunder is terminatedLC Obligation.
Appears in 1 contract
Sources: Credit Agreement (BMC, Ltd.)
Amounts and Terms of the Commitments. (a) Each Lender severally agrees, on the terms and conditions set forth herein, to make revolving credit loans denominated in dollars to the Company (each such loan, a “Revolving Credit Loan”) from time to time on any Business Day during the period from the Effective Date Time to the Termination DateDate (together with any conversions or continuations thereof, “Loans”), so long as, as (a) with respect to any Lender, such Revolving Credit Loans then of the time at which the requested Loan is to be made and after giving effect to such Loan, (i) the aggregate amount of all Loans by such Lender do at such time does not exceed such Lender’s Pro Rata Share of the aggregate amount of Loans of all Loans then requested from the LendersLenders at such time, and (bii) the sum aggregate amount of such Lender’s Loans and such Lender’s Pro Rata Share of the aggregate principal amount Letter of all Revolving Credit Loans by all Lenders hereunder plus the aggregate principal amount of all Swing Line Loans plus the LC Obligation Outstandings outstanding at any such time does not exceed such Lender’s Commitment, (iii) the lesser of Effective Amount shall not exceed the Aggregate Commitment, (iv) the Effective Amount shall not exceed the Borrowing Base and (v) the Elected Commitment Effective Amount in effect at such timeshall not exceed the Maximum Loan Amount. Subject to the terms and conditions hereof, until the Termination Date, the Company may borrow, repay, and reborrow Loans hereunder.
(b) Upon the request of If requested by any Lender made through the Administrative AgentLender, the obligation of the Company shall execute and deliver to repay to such Lender (through the Administrative Agent) aggregate amount of all Loans made by such Lender, together with interest accruing in connection therewith, shall be evidenced by a promissory note from single Note made by the Company payable to the order of such Lender or its registered assigns (herein called in a principal amount equal to such Lender’s “Note” and collectivelyCommitment (which Note shall be replaced by the Company, upon request of such Lender, to reflect any increase in such Lender’s Commitment pursuant to the “Notes”terms of this Agreement). The amount of principal owing on any Lender’s Note at any given time shall be the aggregate amount of all Loans theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall accrue and be due and payable as provided herein and therein.
(c) herein. Subject to the terms and conditions of Section 2.10 2.13 below and relying upon the agreements of the Lenders representations and warranties herein set forth hereinforth, the Issuing Lender for the account of the Lenders agrees to issue or renew Letters of Credit as support for Derivative Contracts covering Oil in accordance with the applicable Notice of Borrowing and Gas commodities as approved by the Administrative Agent and other purposes permitted hereunder, upon the request of the Company at any time and from time to time on and after the Effective Date and up to, but excluding, the Termination Date (the “Availability Period”). The Lenders severally agree to participate in all Letters of Credit and drawings thereunderLC Application therefor. No Letter of Credit will be issued or renewed in a face amount which, after giving effect to the issuance or renewal of such Letter of Credit, would cause (x) the LC Obligation Letter of Credit Outstandings to exceed $75,000,000 or 15,000,000, (y) the Effective Amount to exceed the Borrowing Base then in effect.
effect or (dz) On the Effective Date Amount to exceed the Aggregate Commitment. Each Letter of Credit shall by its terms be stated to expire on a date no later than the earlier of (ai) one year after its Issuance (or, if renewed, one year after the renewal date) and (ii) the commitments Maturity Date, unless such Letter of Credit has been Cash Collateralized with cash in an amount at least equal to 105% of the lenders undrawn face amount thereof at least 30 days before the Maturity Date. If, for any reason, any Letter of Credit remains outstanding as of the Termination Date, the Company shall cause such Letter of Credit to be Cash Collateralized with cash in an amount at least equal to 105% of the undrawn face amount thereof under arrangements satisfactory to the Administrative Agent or to be secured by back-to-back letters of credit issued by banks, and in form and substance, satisfactory to the Administrative Agent and the Issuing Lender. At the Effective Time, and subject to satisfaction of the conditions precedent set forth in Section 5.1, the outstanding aggregate amount of Existing Revolving Credit Agreement that are Lenders under this Agreement are reallocated among Outstandings shall be refinanced, renewed, and extended, and such Lenders andamount shall be, and shall be deemed to be, Loans or Letter of Credit Outstandings (as applicable, increased ) made by the Lenders and held by the Issuing Lender (as set forth on Schedule 2.01, and (bapplicable) the commitment of any lender under the Existing Credit Agreement that is not a Lender hereunder is terminatedhereunder.
Appears in 1 contract
Sources: Credit Agreement (Venoco, Inc.)
Amounts and Terms of the Commitments. (a) Each Lender severally agrees, on the terms and conditions set forth herein, to make loans denominated in dollars to the Company (each such loan, a “Revolving Credit Loan”) from time to time on any Business Day during the period from the Effective Date to the Termination Date, so long as (a) with respect to any Lender, such Revolving Credit Loans then requested to be made by such Lender do not exceed such Lender’s Pro Rata Share of the aggregate amount of all Loans then requested from the Lenders, and (b) the sum of the aggregate principal amount of all Revolving Credit the Lenders’ Loans by all Lenders hereunder plus the aggregate principal amount of all Swing Line Loans plus and the LC Obligation outstanding at any time does not exceed the lesser of the Borrowing Base and the Elected Commitment Amount in effect at such time. Subject to the terms and conditions hereof, until the Termination Date, Company may borrow, repay, and reborrow hereunder.
(b) Upon the request The obligation of any Lender made through the Administrative Agent, the Company to repay to each Lender the aggregate amount of all Loans made by such Lender, together with interest accruing in connection therewith, shall execute and deliver to such Lender (through the Administrative Agent) be evidenced by a promissory note from the Company payable to the order of such Lender or its registered assigns (herein called such Lender’s “Note” and collectively, the “Notes”). The amount of principal owing on any Lender’s Note at any given time shall be the aggregate amount of all Loans theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall accrue and be due and payable as provided herein and therein. Subject to the terms and conditions hereof, until the Termination Date, Company may borrow, repay, and reborrow hereunder.
(cb) Subject to the terms and conditions of Section 2.10 below and relying upon the agreements of the Lenders representations and warranties herein set forth hereinforth, the Issuing Lender for the account of the Lenders agrees to issue Letters of Credit as support for Derivative Contracts covering Oil and Gas commodities as and other purposes approved by the Administrative Agent and other purposes permitted hereunder, upon the request of the Company at any time and from time to time on and after the Effective Date and up to, but excluding, the Termination Date (the “Availability Period”). The Lenders severally agree to participate in all Letters of Credit and drawings thereunder. No Letter of Credit will be issued in a face amount which, after giving effect to the issuance of such Letter of Credit, would cause either the LC Obligation to exceed $75,000,000 5,000,000 or the Effective Amount to exceed the Borrowing Base then in effect.
(d) On . If any Letter of Credit has been drawn upon and the Effective Date (a) amount so drawn has not been reimbursed to the commitments Issuing Lender, the Commitment of each Lender shall be deemed to be utilized for all purposes hereof in an amount equal to such Lender’s Pro Rata Share of the lenders under the Existing Credit Agreement that are Lenders under this Agreement are reallocated among such Lenders and, as applicable, increased as set forth on Schedule 2.01, and (b) the commitment of any lender under the Existing Credit Agreement that is not a Lender hereunder is terminatedLC Obligations.
Appears in 1 contract
Amounts and Terms of the Commitments. (a) Each Lender severally agrees, on Subject to and upon the terms and conditions set forth herein, each Lender with an Initial Term Loan Commitment severally agrees to make loans denominated an Initial Term Loan on the Closing Date in dollars to the Company (each such loan, a “Revolving Credit Loan”) from time to time on any Business Day during the period from the Effective Date to the Termination Date, so long as (a) with respect to any Lender, such Revolving Credit Loans then requested to be made by such Lender do not exceed such Lender’s Pro Rata Share of the aggregate amount of all Loans then requested from the Lenders, and (b) the sum of the aggregate principal amount of all Revolving Credit its Initial Term Loan Commitment; provided that, Initial Term Loans by all Lenders hereunder plus (A) will be incurred pursuant to a single drawing on the aggregate principal amount of all Swing Line Loans plus Closing Date, (B) are denominated in Dollars, and (C) except as hereinafter provided, shall, at the LC Obligation outstanding at any time does not exceed the lesser option of the Borrower, be maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that except as otherwise specifically provided in Section 2.11(b), all Initial Term Loans comprising the same Borrowing Base and shall at all times be of the Elected Commitment Amount in effect at such time. Subject to the terms and conditions hereof, until the Termination Date, Company may borrow, repay, and reborrow hereundersame Type.
(b) Upon Subject to and upon the request terms and conditions set forth herein, each Lender with a Delayed Draw Term Loan Commitment severally agrees to make a Delayed Draw Term Loan on the Delayed Draw Funding Date, in the principal amount of its Delayed Draw Term Loan Commitment; provided that Delayed Draw Term Loans (A) will be incurred pursuant to a single drawing on the Delayed Draw Funding Date, (B) will be denominated in Dollars, (C) will initially be of the same Type and will have the same Interest Period as the Initial Term Loans outstanding immediately prior to the Borrowing of such Delayed Draw Term Loans and (D) bear interest, until the last day of such initial Interest Period, at the same rate as the Initial Term Loans outstanding immediately prior to the Borrowing of such Delayed Draw Term Loans. The Initial Term Loans and the Delayed Draw Term Loans (if and when funded) shall have the same terms and shall be treated as a single Class for all purposes, except that interest on the Delayed Draw Term Loans shall commence to accrue from the applicable Delayed Draw Funding Date thereof. Notwithstanding anything to the contrary herein, at its option and in its sole discretion, the Administrative Agent may fund the Delayed Draw Term Loans on the Delayed Draw Funding Date on behalf of each Lender having a Delayed Draw Term Loan Commitment immediately prior to the Delayed Draw Funding Date. To the extent the Administrative Agent funds the Delayed Draw Term Loans on behalf of such Lenders, each Lender with a Delayed Draw Term Loan Commitment immediately prior to the Delayed Draw Funding Date severally agree to repay to the Administrative Agent within one Business Day after the Administrative Agent has funded the Delayed Draw Term Loans, and the Borrower agrees to repay to the Administrative Agent any such amount not so funded by any Lender made through within three (3) Business Days after the Administrative AgentAgent has funded the Delayed Draw Term Loans, the Company shall execute and deliver amount of Delayed Draw Term Loans corresponding to such Lender (through the Administrative Agent) a promissory note from the Company payable to such Lender or its registered assigns (herein called such Lender’s “Note” Delayed Draw Term Loan Commitment immediately prior to the Delayed Draw Funding Date together with interest thereon, for each day from the date such amount is made available to the Borrower to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing and collectively(ii) in the case of such Lender, a rate determined by the “Notes”Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). The If such Lender shall repay to the Administrative Agent such corresponding amount (other than, for the avoidance of principal owing on any doubt, interest paid pursuant to clause (ii) above), such amount shall constitute such Lender’s Note at any given time Delayed Draw Term Loan as part of such Borrowing for purposes of this Agreement. The Borrower and the Sponsor each agree to assist the Lead Arrangers in starting retail syndication of the Initial Term Loans and the Delayed Draw Term Loans by not later than September 28, 2018. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, in no event shall the Delayed Draw Term Loans be required to be funded unless the aggregate amount of all Loans theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall accrue and be due and payable as provided herein and thereinLead Arrangers have had a reasonable opportunity to syndicate the Delayed Draw Term Loan Facility.
(c) Subject to and upon the terms and conditions of Section 2.10 below and relying upon the agreements of the Lenders set forth herein, the Issuing each Lender with a Revolving Commitment severally agrees to issue Letters of Credit as support for Derivative Contracts covering Oil and Gas commodities as approved by make a revolving loan or revolving loans (each, an “Initial Revolving Loan” and, collectively, the Administrative Agent and other purposes permitted hereunder“Initial Revolving Loans”) to the Borrower, upon the request of the Company at any time and from time to time on and or after the Effective Closing Date until the earlier of the applicable Latest Maturity Date and up to, but excluding, the Termination Date (termination of the “Availability Period”). The Lenders severally agree to participate in all Letters of Credit and drawings thereunder. No Letter of Credit will be issued in a face amount which, after giving effect to the issuance Revolving Commitment of such Letter of CreditLender in accordance with the terms hereof, would cause the LC Obligation to exceed $75,000,000 or the Effective Amount to exceed the Borrowing Base then in effectan aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment.
(d) On After the Effective Date Closing Date, subject to and upon the terms and conditions set forth herein and in the Incremental Amendment or Refinancing Amendment applicable to the Tranche of Loans then being made pursuant to this clause (ad), each Lender with a Commitment with respect to such Tranche of Loans (other than an Initial Term Loan Commitment or a Delayed Draw Term Loan Commitment) severally agrees to make a Loan under such Tranche to the commitments of Borrower, which Loans under such Tranche (i) shall be incurred pursuant to a single drawing on the lenders under date set forth for such incurrence in the Existing Credit Agreement that are Lenders under this Agreement are reallocated among such Lenders andIncremental Amendment or Refinancing Amendment, as applicablethe case may be, increased as set forth on Schedule 2.01(ii) shall be denominated in Dollars, and (biii) except as hereinafter provided, shall, at the commitment option of any lender the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that except as otherwise specifically provided in Section 2.11(b), all Term Loans under a Tranche comprising the Existing Credit Agreement that is same Borrowing shall at all times be of the same Type. Once repaid, Term Loans incurred hereunder may not a Lender hereunder is terminatedbe reborrowed. Within the limits set forth in this clause (d) above and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans.
Appears in 1 contract
Sources: Credit and Guarantee Agreement (Infrastructure & Energy Alternatives, Inc.)
Amounts and Terms of the Commitments. (a) Each Lender severally agrees, on Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make a term loan or term loans denominated in dollars (each, an “Initial Term Loan” and, collectively, the “Initial Term Loans”) to the Company Borrower, which Initial Term Loans (each such loanA) shall be #4848-1207-1386 66
(b) After the Closing Date, a “Revolving Credit Loan”) from time subject to time on any Business Day during and upon the period from terms and conditions set forth herein and in the Effective Date Incremental Amendment or Refinancing Amendment applicable to the Termination DateTranche of Loans then being made pursuant to this clause (b), so long as (a) each Lender with a Commitment with respect to any Lendersuch Tranche of Loans (other than an Initial Term Loan Commitment) severally agrees to make a Loan under such Tranche to the Borrower, which Loans under such Revolving Credit Tranche (i) shall be incurred pursuant to a single drawing on the date set forth for such incurrence in the Incremental Amendment or Refinancing Amendment, as the case may be, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans then requested to or LIBORSOFR Loans, provided that except as otherwise specifically provided in Section 2.11(b), all Term Loans under a Tranche comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender do not exceed such Lender’s Pro Rata Share of the aggregate amount of all Loans then requested from the Lenders, and (b) the sum of the in that aggregate principal amount of all Revolving Credit Loans by all Lenders hereunder plus the aggregate principal amount of all Swing Line Loans plus the LC Obligation outstanding at any time which does not exceed the lesser applicable Commitment under such Tranche of the Borrowing Base and the Elected Commitment Amount in effect at such time. Subject to the terms and conditions hereof, until the Termination Date, Company may borrow, repay, and reborrow hereunder.
(b) Upon the request of any Lender made through the Administrative Agent, the Company shall execute and deliver to such Lender (through the Administrative Agent) a promissory note from the Company payable to such Lender or its registered assigns (herein called such Lender’s “Note” and collectively, the “Notes”). The amount of principal owing on any Lender’s Note at any given time shall be the aggregate amount of all Loans theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Notethe date of incurrence thereof. Interest on each Note shall accrue and Once repaid, Term Loans incurred hereunder may not be due and payable as provided herein and thereinreborrowed.
(c) Subject to the terms and conditions of Section 2.10 below and relying upon the agreements of the Lenders set forth herein, the Issuing Lender agrees to issue Letters of Credit as support for Derivative Contracts covering Oil and Gas commodities as approved by the Administrative Agent and other purposes permitted hereunder, upon the request of the Company at any time and from time to time on and after the Effective Date and up to, but excluding, the Termination Date (the “Availability Period”). The Lenders severally agree to participate in all Letters of Credit and drawings thereunder. No Letter of Credit will be issued in a face amount which, after giving effect to the issuance of such Letter of Credit, would cause the LC Obligation to exceed $75,000,000 or the Effective Amount to exceed the Borrowing Base then in effect.
(d) On the Effective Date (a) the commitments of the lenders under the Existing Credit Agreement that are Lenders under this Agreement are reallocated among such Lenders and, as applicable, increased as set forth on Schedule 2.01, and (b) the commitment of any lender under the Existing Credit Agreement that is not a Lender hereunder is terminated.
Appears in 1 contract
Sources: First Lien Credit and Guarantee Agreement (Janus International Group, Inc.)
Amounts and Terms of the Commitments. (a) Each Lender severally agrees, on Subject to and upon the terms and conditions set forth herein, to make loans denominated each Lender with an Initial Term Loan Commitment on the Original Closing Date made an Initial Term Loan on the Original Closing Date in dollars to the Company (each such loan, a “Revolving Credit Loan”) from time to time on any Business Day during the period from the Effective Date to the Termination Date, so long as (a) with respect to any Lender, such Revolving Credit Loans then requested to be made by such Lender do not exceed such Lender’s Pro Rata Share of the aggregate amount of all Loans then requested from the Lenders, and (b) the sum of the aggregate principal amount of all Revolving Credit its Initial Term Loan Commitment on the Original Closing Date; provided that such Initial Term Loans by all Lenders hereunder plus (A) were incurred pursuant to a single drawing on the Original Closing Date in an aggregate principal amount of $275,000,000, (B) are denominated in Dollars, and (C) except as hereinafter provided, shall, at the option of the Borrower, be maintained as, and/or converted into Base Rate Loans or LIBOR Loans. Subject to and upon the terms and conditions set forth herein and in the Restatement Agreement, each Lender with an Initial Term Loan Commitment severally agrees to make an Initial Term Loan on the Restatement Effective Date in an amount equal to the remainder of (i) the aggregate principal amount of all Swing Line its Initial Term Loan Commitment on the Restatement Effective Date less (ii) the amount of Initial Term Loans plus of such Lender on the LC Obligation outstanding at any time does not exceed Restatement Effective Date (immediately prior to giving effect thereto); provided that such Initial Term Loans (A) will be incurred pursuant to a single drawing on the lesser Restatement Effective Date, (B) will be denominated in Dollars, (C) will initially be of the Borrowing Base same Type and will have the Elected Commitment Amount in effect at such time. Subject same Interest Period as the Initial Term Loans outstanding immediately prior to the terms Borrowing of Initial Term Loans on the Restatement Effective Date and conditions hereof(D) bear interest, until the Termination last day of such initial Interest Period, at the same rate as the Initial Term Loans outstanding immediately prior to the Borrowing of Initial Term Loans on the Restatement Effective Date. For the avoidance of doubt, Company may borrowall Initial Term Loans shall be treated as a single Class for all purposes, repay, and reborrow hereunderexcept that interest on the Initial Term Loans funded on the Restatement Effective Date shall commence to accrue from the Restatement Effective Date.
(b) Upon Subject to and upon the request terms and conditions set forth in the Third Restatement Agreement, each 2019 Refinancing Term Lender severally agrees to convert, exchange or roll its 2019 Refinanced Term Loan for a 2019 Refinancing Term Loan on the Third Restatement Effective Date in an aggregate principal amount equal to its 2019 Refinancing Term Loan Commitment. Each 2019 Refinancing Term Loan Commitment will terminate in full upon the making of the related conversion, exchange or roll of the 2019 Refinanced Term Loan, as applicable, into a 2019 Refinancing Term Loan. Substantially simultaneously with the borrowing of 2019 Refinancing Term Loans, each 2019 Refinancing Term Lender irrevocably agrees to accept, in lieu of cash for the outstanding principal amount of its 2019 Refinanced Term Loan so prepaid, delivery from the Borrower on the Third Restatement Agreement of an equal principal amount of 2019 Refinancing Term Loans. Each 2019 Refinancing Term Loan shall constitute a Term Loan for all purposes of this Agreement. The initial Borrowing of the 2019 Refinancing Term Loans will be a Borrowing of LIBOR Loans with an initial Interest Period beginning on the Third Restatement Effective Date and ending (subject to the definition of “Interest Period”) on June 28, 2019. The Borrower shall not be required to pay any amounts that would otherwise be owing to any Lender made through the Administrative Agent, the Company shall execute and deliver pursuant to such Lender (through the Administrative Agent) a promissory note from the Company payable to such Lender or its registered assigns (herein called such Lender’s “Note” and collectively, the “Notes”). The amount of principal owing on any Lender’s Note at any given time shall be the aggregate amount of all Loans theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall accrue and be due and payable as provided herein and thereinSection 2.12.
(c) Subject to and upon the terms and conditions of Section 2.10 below and relying upon the agreements of the Lenders set forth herein, the Issuing each Lender with a Revolving Commitment severally agrees to issue Letters of Credit as support for Derivative Contracts covering Oil and Gas commodities as approved by make a revolving loan or revolving loans (each, an “Initial Revolving Loan” and, collectively, the Administrative Agent and other purposes permitted hereunder“Initial Revolving Loans”) to the Borrower, upon the request of the Company at any time and from time to time on and or after the Effective Original Closing Date until the earlier of the applicable Latest Maturity Date and up to, but excluding, the Termination Date (termination of the “Availability Period”). The Lenders severally agree to participate in all Letters of Credit and drawings thereunder. No Letter of Credit will be issued in a face amount which, after giving effect to the issuance Revolving Commitment of such Letter of CreditLender in accordance with the terms hereof, would cause the LC Obligation to exceed $75,000,000 or the Effective Amount to exceed the Borrowing Base then in effectan aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment.
(d) On After the Restatement Effective Date Date, subject to and upon the terms and conditions set forth herein and in the Incremental Amendment or Refinancing Amendment applicable to the Tranche of Loans (aother than an Initial Term Loan Commitment and a 2019 Refinancing Term Loan Commitment) then being made pursuant to this clause (d), each Lender with a Commitment with respect to such Tranche of Loans severally agrees to make a Loan under such Tranche to the commitments of Borrower, which Loans under such Tranche (i) shall be incurred pursuant to a single drawing on the lenders under date set forth for such incurrence in the Existing Credit Agreement that are Lenders under this Agreement are reallocated among such Lenders andIncremental Amendment or Refinancing Amendment, as applicablethe case may be, increased as set forth on Schedule 2.01(ii) shall be denominated in Dollars, and (biii) except as hereinafter provided, shall, at the commitment option of any lender the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that except as otherwise specifically provided in Section 2.11(b), all Term Loans under a Tranche comprising the Existing Credit Agreement that is same Borrowing shall at all times be of the same Type. Once repaid, Term Loans incurred hereunder may not a Lender hereunder is terminatedbe reborrowed. Within the limits set forth in this clause (d) above and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans.
Appears in 1 contract
Sources: Credit and Guarantee Agreement (Infrastructure & Energy Alternatives, Inc.)
Amounts and Terms of the Commitments. (a) Each Lender severally agrees, on the terms and conditions set forth herein, to make revolving credit loans denominated in dollars to the Company (each such loan, a “Revolving Credit Loan”) from time to time on any Business Day during the period from the Effective Date Time to the Termination DateDate (together with any conversions or continuations thereof, “Loans”), so long as, as (a) with respect to any Lender, such Revolving Credit Loans then of the time at which the requested Loan is to be made and after giving effect to such Borrowing, (i) the aggregate amount of all Loans by such Lender do at such time does not exceed such Lender’s Pro Rata Share of the aggregate amount of Loans of all Loans then requested from the LendersLenders at such time, and (bii) the sum aggregate amount of such Lender’s Loans and such Lender’s Pro Rata Share of the aggregate principal amount of all Revolving Credit Loans by all Lenders hereunder plus the aggregate principal amount of all Swing Line Loans plus the LC Obligation Obligations outstanding at any such time does not exceed the lesser of the Borrowing Base and the Elected Commitment Amount in effect at such timeLender’s Commitment. Subject to the terms and conditions hereof, until the Termination Date, the Company may borrow, repay, and reborrow Loans hereunder.
(b) Upon The Company agrees that upon the request of any Lender made through to the Administrative AgentAgent by any Lender, the Company shall will promptly execute and deliver to such Lender (through the Administrative Agent) a promissory note from of the Company payable to such Lender or its registered assigns (herein called evidencing the Loans of such Lender’s , substantially in the form of Exhibit “F” (a “Note” and collectively, the “Notes”), with appropriate insertions as to date and principal amount; provided, however, that delivery of Notes shall not be a condition precedent to the occurrence of the Effective Date or the making of the Loans on the Effective Date. The amount of principal owing on any Lender’s Note Note, if any, at any given time shall be the aggregate amount of all Loans theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall accrue and be due and payable as provided herein and therein.
(c) Subject to the terms and conditions of Section 2.10 2.13 below and relying upon the agreements of the Lenders representations and warranties herein set forth hereinforth, the Issuing Lender for the account of the Lenders agrees to issue or renew Letters of Credit as support for Derivative Contracts covering Oil in accordance with the applicable Notice of Borrowing and Gas commodities as approved by the Administrative Agent and other purposes permitted hereunder, upon the request of the Company at any time and from time to time on and after the Effective Date and up to, but excluding, the Termination Date (the “Availability Period”). The Lenders severally agree to participate in all Letters of Credit and drawings thereunderLC Application therefor. No Letter of Credit will be issued or renewed in a face amount which, after giving effect to the issuance or renewal of such Letter of Credit, would cause either (x) the aggregate LC Obligation Obligations to exceed $75,000,000 20,000,000 or (y) the Effective Amount to exceed the Borrowing Base then in effect.
. Each Letter of Credit shall by its terms be stated to expire on a date no later than the earlier of (di) On one year after its Issuance (or, if renewed, one year after the Effective Date renewal date) and (aii) the commitments seventh Business Day prior to the Termination Date; provided, however, that any Letter of Credit may provide for the automatic renewal thereof for additional one year periods, which in no event shall extend beyond the date referred to in the foregoing clause (ii). If any Letter of Credit has been drawn upon and the amount so drawn has not been reimbursed to the Issuing Lender, the Commitment of each Lender shall be deemed to be utilized for all purposes hereof in an amount equal to such Lender’s Pro Rata Share of the lenders related Matured LC Obligation. If, for any reason, any Letter of Credit remains outstanding as of the Termination Date, the Company shall cause such Letter of Credit to be collateralized with cash in an amount at least equal to 102% of the undrawn face amount thereof under arrangements satisfactory to the Existing Credit Agreement that are Lenders under this Agreement are reallocated among such Lenders and, as applicable, increased as set forth on Schedule 2.01Administrative Agent or to be secured by back-to-back letters of credit issued by banks, and (b) in form and substance, satisfactory to the commitment of any lender under Administrative Agent and the Existing Credit Agreement that is not a Lender hereunder is terminatedIssuing Lender.
Appears in 1 contract
Amounts and Terms of the Commitments. (a) Each Lender severally agrees, on the terms and conditions set forth herein, to make loans denominated in dollars to the Company (each such loan, a “Revolving Credit Loan”) from time to time on any Business Day during the period from the Effective Date to the Termination Date, so long as (a) with respect to any Lender, such Revolving Credit Loans then requested to be made by such Lender do not exceed such Lender’s Pro Rata Share of the aggregate amount of all Loans then requested from the Lenders, and (b) the sum of the aggregate principal amount of all Revolving Credit the Lenders’ Loans by all Lenders hereunder plus the aggregate principal amount of all Swing Line Loans plus and the LC Obligation outstanding at any time does not exceed the lesser of the Borrowing Base and the Elected Commitment Amount in effect at such time. Subject to the terms and conditions hereof, until the Termination Date, Company may borrow, repay, and reborrow hereunder.
(b) Upon the request The obligation of any Lender made through the Administrative Agent, the Company to repay to each Lender the aggregate amount of all Loans made by such Lender, together with interest accruing in connection therewith, shall execute and deliver to such Lender (through the Administrative Agent) be evidenced by a promissory note from the Company payable to the order of such Lender or its registered assigns (herein called such Lender’s “Note” and collectively, the “Notes”). The amount of principal owing on any Lender’s Note at any given time shall be the aggregate amount of all Loans theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall accrue and be due and payable as provided herein and therein. Subject to the terms and conditions hereof, until the Termination Date, Company may borrow, repay, and reborrow hereunder.
(cb) Subject to the terms and conditions of Section 2.10 below and relying upon the agreements of the Lenders representations and warranties herein set forth hereinforth, the Issuing Lender for the account of the Lenders agrees to issue Letters of Credit as support for Derivative Contracts covering Oil and Gas commodities as approved payment obligations incurred by the Administrative Agent and other purposes permitted hereunder, Company in the ordinary course of business upon the request of the Company at any time and from time to time on and after the Effective Date and up to, but excluding, the Termination Date (the “Availability Period”). The Lenders severally agree to participate in all Letters of Credit and drawings thereunder. No Letter of Credit will be issued in a face amount which, after giving effect to the issuance of such Letter of Credit, would cause either the LC Obligation to exceed $75,000,000 500,000 or the Effective Amount to exceed the Borrowing Base then in effect. If any Letter of Credit has been drawn upon and the amount so drawn has not been reimbursed to the Issuing Lender, the Commitment of each Lender shall be deemed to be utilized for all purposes hereof in an amount equal to such Lender’s Pro Rata Share of the LC Obligations.
(dc) On Upon not less than five (5) Business Days’ notice, the Effective Date Company may (ai) terminate the commitments Loan Documents and the Commitment of each Lender, provided that all Obligations are paid and discharged in full concurrently with such termination or (ii) permanently reduce the unused portion of the lenders under the Existing Credit Agreement that are Lenders under this Agreement are reallocated among such Lenders and, as applicable, increased as set forth on Schedule 2.01, and (b) the commitment Maximum Loan Amount in an amount equal to $250,000 or any integral multiple of any lender under the Existing Credit Agreement that is not a Lender hereunder is terminated$250,000 in excess thereof.
Appears in 1 contract
Amounts and Terms of the Commitments. (a) Each Lender severally agrees, on the terms and conditions set forth herein, to make loans denominated in dollars to the Company (each such loan, a “Revolving Credit Loan”) from time to time on any Business Day during the period from the Interim Facility Effective Date to the Termination Date; provided that, so long as after giving effect to any Revolving Credit Borrowing (ai) with respect to any Lender, the sum of such Lender’s Pro Rata Share of Revolving Credit Loans then requested to be made by plus such Lender do Lender’s participations in Swing Line Loans and LC Obligation does not exceed such Lender’s Pro Rata Share of the aggregate amount of all Loans then requested from the Lenders, Commitment Amount in effect at such time and (bii) the sum of the aggregate principal amount of all Revolving Credit Loans by all Lenders hereunder plus the aggregate principal amount of all Swing Line Loans plus the LC Obligation outstanding at any time does not exceed the lesser of the Borrowing Base and the Elected Commitment Amount in effect at such time. Subject to the terms and conditions hereof, until the Termination Date, Company may borrow, repay, and reborrow hereunder.;
(b) Upon the request of any Lender made through the Administrative Agent, the Company shall execute and deliver to such Lender (through the Administrative Agent) a promissory note from the Company payable to such Lender or its registered assigns (herein called such Lender’s “Note” and collectively, the “Notes”). The amount of principal owing on any Lender’s Note at any given time shall be the aggregate amount of all Loans theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall accrue and be due and payable as provided herein and therein[Reserved].
(c) Subject to the terms and conditions of Section 2.10 below and relying upon the agreements of the Lenders set forth herein, the Issuing Lender agrees to issue Letters of Credit as support for Derivative Contracts covering Oil and Gas commodities as approved by the Administrative Agent and other purposes permitted hereunder, upon the request of the Company at any time and from time to time on and after the Interim Facility Effective Date and up to, but excluding, to 10 days prior to the Termination Scheduled Maturity Date (the “Availability Period”). The Lenders severally agree to participate in all Letters of Credit and drawings thereunder. No Letter of Credit will be issued in a face amount which, after giving effect to the issuance of such Letter of Credit, would cause the LC Obligation to exceed $75,000,000 the Letter of Credit Sublimit or the Effective Amount to exceed the Borrowing Base Commitment Amount then in effect.
(d) On the Effective Date (a) the commitments of the lenders under the Existing Credit Agreement that are Lenders under this Agreement are reallocated among such Lenders and, as applicable, increased as set forth on Schedule 2.01, and (b) the commitment of any lender under the Existing Credit Agreement that is not a Lender hereunder is terminated.
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Amounts and Terms of the Commitments. (a) Each Lender severally agrees, on Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make a term loan or term loans (each, an “Initial Term Loan” and, collectively, the “Initial Term Loans”) to the Borrower, which Initial Term Loans (A) shall be incurred pursuant to a single drawing on the Closing Date, (B) shall be denominated in dollars to Dollars, (C) except as hereinafter provided, shall, at the Company option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that except as otherwise specifically provided in Section 2.11(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (each such loan, a “Revolving Credit Loan”D) from time to time on any Business Day during the period from the Effective Date to the Termination Date, so long as (a) with respect to any Lender, such Revolving Credit Loans then requested to shall be made by each such Lender do not exceed such Lender’s Pro Rata Share of the aggregate amount of all Loans then requested from the Lenders, and (b) the sum of the in that aggregate principal amount of all Revolving Credit Loans by all Lenders hereunder plus the aggregate principal amount of all Swing Line Loans plus the LC Obligation outstanding at any time which does not exceed the lesser Initial Term Loan Commitment of such Lender on the Borrowing Base and the Elected Commitment Amount in effect at such time. Subject to the terms and conditions hereof, until the Termination Closing Date, Company may borrow, repay, and reborrow hereunder.
(b) Upon After the request of any Lender made through the Administrative AgentClosing Date, the Company shall execute subject to and deliver to such Lender (through the Administrative Agent) a promissory note from the Company payable to such Lender or its registered assigns (herein called such Lender’s “Note” and collectively, the “Notes”). The amount of principal owing on any Lender’s Note at any given time shall be the aggregate amount of all Loans theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall accrue and be due and payable as provided herein and therein.
(c) Subject to upon the terms and conditions set forth herein and in the Incremental Amendment or Refinancing Amendment applicable to the Tranche of Section 2.10 below and relying upon Loans then being made pursuant to this clause (b), each Lender with a Commitment with respect to such Tranche of Loans (other than an Initial Term Loan Commitment) severally agrees to make a Loan under such Tranche to the agreements Borrower, which Loans under such Tranche (i) shall be incurred pursuant to a single drawing on the date set forth for such incurrence in the Incremental Amendment or Refinancing Amendment, as the case may be, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Lenders set forth hereinBorrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that except as otherwise specifically provided in Section 2.11(b), all Term Loans under a Tranche comprising the Issuing Lender agrees to issue Letters of Credit as support for Derivative Contracts covering Oil and Gas commodities as approved by the Administrative Agent and other purposes permitted hereunder, upon the request same Borrowing shall at all times be of the Company at any time and from time to time on and after the Effective Date and up to, but excluding, the Termination Date (the “Availability Period”). The Lenders severally agree to participate in all Letters of Credit and drawings thereunder. No Letter of Credit will be issued in a face amount which, after giving effect to the issuance of such Letter of Credit, would cause the LC Obligation to exceed $75,000,000 or the Effective Amount to exceed the Borrowing Base then in effect.
(d) On the Effective Date (a) the commitments of the lenders under the Existing Credit Agreement that are Lenders under this Agreement are reallocated among such Lenders and, as applicable, increased as set forth on Schedule 2.01same Type, and (biv) shall be made by each such Lender in that aggregate principal amount which does not exceed the commitment applicable Commitment under such Tranche of any lender under such Lender on the Existing Credit Agreement that is date of incurrence thereof. Once repaid, Term Loans incurred hereunder may not a Lender hereunder is terminatedbe reborrowed.
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Sources: First Lien Credit and Guarantee Agreement (Janus International Group, Inc.)