Borrowing Mechanics. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of each Borrower herein set forth, each Lender hereby severally agrees to make the Loans described in Section 2.1.A., if, and only if, the borrowing mechanics set forth as follows are satisfied (or, if such borrowing mechanics are not followed, upon notice from the Administrative Agent that a Revolving Loan is being made in order to reimburse the Issuing Bank for a drawing on a Letter of Credit): (i) With respect to the making of a Loan, each Loan/Letter of Credit Request shall (a) specify (1) the identity of the applicable Borrower, (2) the aggregate amount of the requested Loan, (3) the proposed Loan Date (which may occur only on a Business Day), and (4) the date and amount of the Letter of Credit drawing and/or other Letter of Credit Obligations that are to be reimbursed with the proceeds of such Revolving Loan; (ii) With respect to the issuance of a Letter of Credit, each such issuance shall be made in accordance with the requirements set forth in Section 2.2.B; and (iii) The applicable Borrower shall notify the Administrative Agent prior to the making of any Loan in the event that any of the matters to which such Borrower is required to certify in the applicable Loan/Letter of Credit Request or Loan/Letter of Credit Certificate, as applicable, is no longer accurate and complete as of the applicable Loan Date, and the acceptance by any Borrower of the proceeds of any Loan shall constitute a re-certification by the applicable Borrower, as of the applicable Loan Date, as to the matters to which such Borrower is required to certify in the applicable Loan/Letter of Credit Request and Loan/Letter of Credit Certificate. (f) Section 2.1.C. of the Credit Agreement is amended by (i) deleting the last sentence in the first paragraph thereof and substituting in lieu thereof the following: “The Administrative Agent shall disburse the proceeds of each Loan to the Issuing Bank to reimburse the Issuing Bank for the Letter of Credit Obligations that are being reimbursed with the proceeds of such Loan (or, if the Lenders have previously reimbursed the Issuing Bank for such Letter of Credit Obligations, to the Lenders in the amounts in which they reimbursed the Issuing Bank)”; and (ii) deleting each reference to the phrase “rate payable under this Agreement for Base Rate Loans” and substituting in lieu thereof the phrase: “Applicable Interest Rate”. (g) Section 2.2.A of the Credit Agreement is hereby amended by deleting the amount “6,081,744.27” and substituting in lieu thereof the amount “$5,595,204.73”. (h) Section 2.2.C of the Credit Agreement is hereby amended by deleting the last sentence therein in its entirety and substituting in lieu thereof the following new sentence: “For the avoidance of doubt, each Lender hereby acknowledges and agrees that, in respect of all Letters of Credit outstanding as of the Eighteenth Amendment Effective Date and all Letters of Credit issued on and after the Eighteenth Amendment Effective Date, (i) each Lender shall be deemed to have purchased without recourse a participation interest from the Issuing Bank in such Letter of Credit and (ii) the obligations arising thereunder shall be equal to such Lender’s LOC Pro Rata Share as set forth opposite such Lender’s name on Schedule 2.1.A annexed hereto.” (i) Section 2.2.D of the Credit Agreement is amended by deleting each reference to “interest rate otherwise payable under this Agreement for Base Rate Loans” and substituting in lieu thereof: “Applicable Interest Rate”. (j) Section 2.2.E of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting in lieu thereof the following new Section 2.2.E:
Appears in 1 contract
Sources: Amended and Restated Credit Agreement (Fibernet Telecom Group Inc\)
Borrowing Mechanics. Subject Term Loans or Revolving Loans (including any such Loans made as Eurodollar Rate Loans with a particular Interest Period) made on any Funding Date (other than Revolving Loans made pursuant to a request by the terms Swing Line Lender pursuant to subsection 2.1A(v) for the purpose of repaying any Refunded Swing Line Loans and conditions Revolving Loans made pursuant to subsection 3.3B for the purpose of this Agreement and in reliance upon the representations and warranties of each Borrower herein set forth, each Lender hereby severally agrees to make the Loans described in Section 2.1.A., if, and only if, the borrowing mechanics set forth as follows are satisfied (or, if such borrowing mechanics are not followed, upon notice from the Administrative Agent that a Revolving Loan is being made in order to reimburse reimbursing the Issuing Bank for the amount of a drawing on or payment under a Letter of Credit):
Credit issued by it) shall be in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount; provided that any Eurodollar Rate Loan shall be in a minimum amount of -------- $1,000,000 and integral multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $100,000 and integral multiples of $50,000 in excess of that amount. Whenever Company desires that the Lenders make Term Loans or Revolving Loans it shall deliver to the Administrative Agent a Notice of Borrowing no later than 1:00 p.m. (New York time), at least three (3) Business Days in advance of the proposed Funding Date in the case of a Eurodollar Rate Loan, or at least one (1) Business Day in advance of the proposed Funding Date in the case of a Base Rate Loan. Whenever Company desires that the Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 1:00 p.m. (New York time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) With respect to the making of a Loan, each Loan/Letter of Credit Request shall (a) specify (1) the identity of the applicable Borrower, (2) the aggregate amount of the requested Loan, (3) the proposed Loan Funding Date (which may occur only on shall be a Business Day), and (4) the date and amount of the Letter of Credit drawing and/or other Letter of Credit Obligations that are to be reimbursed with the proceeds of such Revolving Loan;
(ii) With respect the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any Loans other than Swing Line Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give the Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be -------- promptly confirmed in writing by delivery of a Notice of Borrowing to the issuance Administrative Agent on or before the applicable Funding Date. Neither the Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer authorized to borrow on behalf of a Letter Company or for otherwise acting in good faith under this subsection 2.1B, and upon funding of Credit, each such issuance shall be made Loans by the Lenders in accordance with the requirements set forth in Section 2.2.B; and
(iii) The applicable Borrower this Agreement pursuant to any such telephonic notice, Company shall have effected Loans hereunder. Company shall notify the Administrative Agent prior to the making funding of any Loan Loans in the event that any of the matters to which such Borrower Company is required to certify in the applicable Loan/Letter Notice of Credit Request or Loan/Letter of Credit Certificate, as applicable, is Borrowing are no longer accurate true and complete correct (with such materiality qualifications as is set forth in a particular matter to which Company is required to certify) as of the applicable Loan Funding Date, and the acceptance by any Borrower Company of the proceeds of any Loan Loans shall constitute a re-re- certification by the applicable BorrowerCompany, as of the applicable Loan Funding Date, as to the matters to which such Borrower Company is required to certify in the applicable Loan/Letter Notice of Credit Request Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and Loan/Letter 2.6G, a Notice of Credit Certificate.
Borrowing for a Eurodollar Rate Loan (f) Section 2.1.C. of the Credit Agreement is amended by (i) deleting the last sentence in the first paragraph thereof and substituting or telephonic notice in lieu thereof the following: “The Administrative Agent thereof) shall disburse the proceeds of each Loan to the Issuing Bank to reimburse the Issuing Bank for the Letter of Credit Obligations that are being reimbursed with the proceeds of such Loan (or, if the Lenders have previously reimbursed the Issuing Bank for such Letter of Credit Obligations, to the Lenders in the amounts in which they reimbursed the Issuing Bank)”; and (ii) deleting each reference to the phrase “rate payable under this Agreement for Base Rate Loans” and substituting in lieu thereof the phrase: “Applicable Interest Rate”.
(g) Section 2.2.A of the Credit Agreement is hereby amended by deleting the amount “6,081,744.27” and substituting in lieu thereof the amount “$5,595,204.73”.
(h) Section 2.2.C of the Credit Agreement is hereby amended by deleting the last sentence therein in its entirety and substituting in lieu thereof the following new sentence: “For the avoidance of doubt, each Lender hereby acknowledges and agrees that, in respect of all Letters of Credit outstanding as of the Eighteenth Amendment Effective Date and all Letters of Credit issued be irrevocable on and after the Eighteenth Amendment Effective related Interest Rate Determination Date, (i) each Lender and Company shall be deemed bound to have purchased without recourse make a participation interest from the Issuing Bank borrowing in such Letter of Credit and (ii) the obligations arising thereunder shall be equal to such Lender’s LOC Pro Rata Share as set forth opposite such Lender’s name on Schedule 2.1.A annexed heretoaccordance therewith.”
(i) Section 2.2.D of the Credit Agreement is amended by deleting each reference to “interest rate otherwise payable under this Agreement for Base Rate Loans” and substituting in lieu thereof: “Applicable Interest Rate”.
(j) Section 2.2.E of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting in lieu thereof the following new Section 2.2.E:
Appears in 1 contract
Sources: Credit Agreement (Chippac LTD)
Borrowing Mechanics. Subject Term Loans or Revolving Loans made on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B for the terms and conditions purpose of this Agreement and in reliance upon reimbursing any Issuing Lender for the representations and warranties amount of each Borrower herein set forth, each Lender hereby severally agrees to make the Loans described in Section 2.1.A., if, and only if, the borrowing mechanics set forth as follows are satisfied (or, if such borrowing mechanics are not followed, upon notice from the Administrative Agent that a Revolving Loan is being made in order to reimburse the Issuing Bank for a drawing on under a Letter of Credit):
Credit issued by it), shall be in an aggregate minimum amount of (y) $3,000,000 and integral multiples of $1,000,000 in excess of that amount in the case of Term Loans and (z) $1,000,000 and integral multiples of $500,000 in the case of Revolving Loans. Whenever Borrowers desire that Lenders make Revolving Loans they shall deliver to Administrative Agent a Notice of Borrowing no later than 10:00 A.M. (New York City time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan) or at least one Business Day in advance of the proposed Funding Date (in the case of a Base Rate Loan). The Notice of Borrowing shall specify (i) With respect to the making of a Loan, each Loan/Letter of Credit Request shall (a) specify (1) the identity of the applicable Borrower, (2) the aggregate amount of the requested Loan, (3) the proposed Loan Funding Date (which may occur only on shall be a Business Day), and (4) the date and amount of the Letter of Credit drawing and/or other Letter of Credit Obligations that are to be reimbursed with the proceeds of such Revolving Loan;
(ii) With respect to the issuance amount of a Letter of CreditRevolving Loans requested, each such issuance shall be made in accordance with the requirements set forth in Section 2.2.B; and
(iii) The applicable Borrower whether such Revolving Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (iv) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Borrowers shall notify the Administrative Agent and Disbursement Agent prior to the making funding of any Loan Revolving Loans in the event that any of the matters to which such Borrower is Borrowers are required to certify in the applicable Loan/Letter Notice of Credit Request or Loan/Letter of Credit Certificate, as applicable, Borrowing is no longer accurate true and complete correct as of the applicable Loan Funding Date, and the acceptance by any Borrower Borrowers of the proceeds of any Loan Revolving Loans shall constitute a re-certification by the applicable BorrowerBorrowers, as of the applicable Loan Funding Date, as to the matters to which such Borrower is Borrowers are required to certify in the applicable Loan/Letter Notice of Credit Request Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and Loan/Letter 2.6G, a Notice of Credit Certificate.
(f) Section 2.1.C. of the Credit Agreement is amended by (i) deleting the last sentence in the first paragraph thereof and substituting in lieu thereof the following: “The Administrative Agent Borrowing for a Eurodollar Rate Loan shall disburse the proceeds of each Loan to the Issuing Bank to reimburse the Issuing Bank for the Letter of Credit Obligations that are being reimbursed with the proceeds of such Loan (or, if the Lenders have previously reimbursed the Issuing Bank for such Letter of Credit Obligations, to the Lenders in the amounts in which they reimbursed the Issuing Bank)”; and (ii) deleting each reference to the phrase “rate payable under this Agreement for Base Rate Loans” and substituting in lieu thereof the phrase: “Applicable Interest Rate”.
(g) Section 2.2.A of the Credit Agreement is hereby amended by deleting the amount “6,081,744.27” and substituting in lieu thereof the amount “$5,595,204.73”.
(h) Section 2.2.C of the Credit Agreement is hereby amended by deleting the last sentence therein in its entirety and substituting in lieu thereof the following new sentence: “For the avoidance of doubt, each Lender hereby acknowledges and agrees that, in respect of all Letters of Credit outstanding as of the Eighteenth Amendment Effective Date and all Letters of Credit issued be irrevocable on and after the Eighteenth Amendment Effective related Interest Rate Determination Date, (i) each Lender and Borrowers shall be deemed bound to have purchased without recourse make a participation interest from the Issuing Bank borrowing in such Letter of Credit and (ii) the obligations arising thereunder shall be equal to such Lender’s LOC Pro Rata Share as set forth opposite such Lender’s name on Schedule 2.1.A annexed heretoaccordance therewith.”
(i) Section 2.2.D of the Credit Agreement is amended by deleting each reference to “interest rate otherwise payable under this Agreement for Base Rate Loans” and substituting in lieu thereof: “Applicable Interest Rate”.
(j) Section 2.2.E of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting in lieu thereof the following new Section 2.2.E:
Appears in 1 contract
Borrowing Mechanics. Subject Term Loans or Revolving Loans (including any such Loans made as Eurodollar Rate Loans with a particular Interest Period) made on any Funding Date (other than Revolving Loans made pursuant to a request by the terms Swing Line Lender pursuant to subsection 2.1A(vi) for the purpose of repaying any Refunded Swing Line Loans and conditions Revolving Loans made pursuant to subsection 3.3B for the purpose of this Agreement and in reliance upon the representations and warranties of each Borrower herein set forth, each Lender hereby severally agrees to make the Loans described in Section 2.1.A., if, and only if, the borrowing mechanics set forth as follows are satisfied (or, if such borrowing mechanics are not followed, upon notice from the Administrative Agent that a Revolving Loan is being made in order to reimburse reimbursing the Issuing Bank for the amount of a drawing on or payment under a Letter of Credit):
Credit issued by it) shall be in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount; provided that any Eurodollar Rate Loan shall be in a minimum amount of -------- $1,000,000 and integral multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $100,000 and integral multiples of $50,000 in excess of that amount. Whenever Company desires that the Lenders make Term Loans or Revolving Loans it shall deliver to the Administrative Agent a Notice of Borrowing no later than 1:00 p.m. (New York time), at least three (3) Business Days in advance of the proposed Funding Date in the case of a Eurodollar Rate Loan, or at least one (1) Business Day in advance of the proposed Funding Date in the case of a Base Rate Loan. Whenever Company desires that the Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 1:00 p.m. (New York time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) With respect to the making of a Loan, each Loan/Letter of Credit Request shall (a) specify (1) the identity of the applicable Borrower, (2) the aggregate amount of the requested Loan, (3) the proposed Loan Funding Date (which may occur only on shall be a Business Day), and (4) the date and amount of the Letter of Credit drawing and/or other Letter of Credit Obligations that are to be reimbursed with the proceeds of such Revolving Loan;
(ii) With respect the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any Loans other than Swing Line Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Revolving Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give the Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be -------- promptly confirmed in writing by delivery of a Notice of Borrowing to the issuance Administrative Agent on or before the applicable Funding Date. Neither the Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer authorized to borrow on behalf of a Letter Company or for otherwise acting in good faith under this subsection 2.1B, and upon funding of Credit, each such issuance shall be made Loans by the Lenders in accordance with the requirements set forth in Section 2.2.B; and
(iii) The applicable Borrower this Agreement pursuant to any such telephonic notice, Company shall have effected Loans hereunder. Company shall notify the Administrative Agent prior to the making funding of any Loan Loans in the event that any of the matters to which such Borrower Company is required to certify in the applicable Loan/Letter Notice of Credit Request or Loan/Letter of Credit Certificate, as applicable, is Borrowing are no longer accurate true and complete correct (with such materiality qualifications as is set forth in a particular matter to which Company is required to certify) as of the applicable Loan Funding Date, and the acceptance by any Borrower Company of the proceeds of any Loan Loans shall constitute a re-re- certification by the applicable BorrowerCompany, as of the applicable Loan Funding Date, as to the matters to which such Borrower Company is required to certify in the applicable Loan/Letter Notice of Credit Request Borrowing. Except as otherwise provided in subsections 2.6B, 2.6C and Loan/Letter 2.6G, a Notice of Credit Certificate.
Borrowing for a Eurodollar Rate Loan (f) Section 2.1.C. of the Credit Agreement is amended by (i) deleting the last sentence in the first paragraph thereof and substituting or telephonic notice in lieu thereof the following: “The Administrative Agent thereof) shall disburse the proceeds of each Loan to the Issuing Bank to reimburse the Issuing Bank for the Letter of Credit Obligations that are being reimbursed with the proceeds of such Loan (or, if the Lenders have previously reimbursed the Issuing Bank for such Letter of Credit Obligations, to the Lenders in the amounts in which they reimbursed the Issuing Bank)”; and (ii) deleting each reference to the phrase “rate payable under this Agreement for Base Rate Loans” and substituting in lieu thereof the phrase: “Applicable Interest Rate”.
(g) Section 2.2.A of the Credit Agreement is hereby amended by deleting the amount “6,081,744.27” and substituting in lieu thereof the amount “$5,595,204.73”.
(h) Section 2.2.C of the Credit Agreement is hereby amended by deleting the last sentence therein in its entirety and substituting in lieu thereof the following new sentence: “For the avoidance of doubt, each Lender hereby acknowledges and agrees that, in respect of all Letters of Credit outstanding as of the Eighteenth Amendment Effective Date and all Letters of Credit issued be irrevocable on and after the Eighteenth Amendment Effective related Interest Rate Determination Date, (i) each Lender and Company shall be deemed bound to have purchased without recourse make a participation interest from the Issuing Bank borrowing in such Letter of Credit and (ii) the obligations arising thereunder shall be equal to such Lender’s LOC Pro Rata Share as set forth opposite such Lender’s name on Schedule 2.1.A annexed heretoaccordance therewith.”
(i) Section 2.2.D of the Credit Agreement is amended by deleting each reference to “interest rate otherwise payable under this Agreement for Base Rate Loans” and substituting in lieu thereof: “Applicable Interest Rate”.
(j) Section 2.2.E of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting in lieu thereof the following new Section 2.2.E:
Appears in 1 contract
Sources: Credit Agreement (Chippac Inc)
Borrowing Mechanics. Subject (i) The Term Loan A and all Incremental Term Loans and, except pursuant to Section 2.2(b)(iii), all Revolving Loans shall be made in an aggregate minimum amount of Five-Hundred Thousand Dollars ($500,000) and, if greater, in an integral multiple of One-Hundred Thousand Dollars ($100,000) in excess thereof. All DDTL Advances shall be made in an aggregate minimum amount of One Million Dollars ($1,000,000) and, if greater, in an integral multiple of Five-Hundred Thousand Dollars ($500,000) in excess thereof.
(ii) Whenever the Borrower desires that the Lenders make a Loan (or an advance thereunder), the Borrower shall deliver to the terms Administrative Agent a fully executed Funding Notice by no later than: (A) 1:00 p.m. at least three (3) Business Days in advance of the proposed Credit Date, in the case of a SOFR Borrowing; and conditions (B) 1:00 p.m. at least one (1) Business Day in advance of this Agreement the proposed Credit Date, in the case of a Base Rate Borrowing. Except as otherwise provided herein, any Funding Notice delivered in respect of any SOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in reliance upon the representations and warranties accordance therewith.
(iii) Notice of receipt of each Borrower herein set forthFunding Notice in respect of each Loan (or advance thereunder), together with the amount of each Lender’s Commitment Percentage of the relevant Class in respect thereof, if any, together with the applicable interest rate, shall be provided by the Administrative Agent to each applicable Lender hereby severally agrees to make the Loans described in Section 2.1.A.by telefacsimile with reasonable promptness, ifbut (provided, and only ifthat, the borrowing mechanics set forth Administrative Agent shall have received such notice by 1:00 p.m.) by not later than 4:00 p.m. on the same day as follows are satisfied (or, if the Administrative Agent’s receipt of such borrowing mechanics are not followed, upon notice from the Borrower.
(iv) Each Lender shall make its Commitment Percentage of the requested Loan (or advance thereunder) available to the Administrative Agent that a Revolving Loan is being made by not later than 11:00 a.m. on the applicable Credit Date by wire transfer of same-day funds in order to reimburse Dollars, at the Issuing Bank for a drawing on a Letter of Credit):
(i) With respect to the making of a LoanAdministrative Agent’s Principal Office. Except as provided herein, each Loan/Letter of Credit Request shall (a) specify (1) the identity upon satisfaction or waiver of the applicable Borrowerconditions precedent specified herein, (2) the aggregate amount of the requested Loan, (3) the proposed Loan Date (which may occur only on a Business Day), and (4) the date and amount of the Letter of Credit drawing and/or other Letter of Credit Obligations that are to be reimbursed with Administrative Agent shall make the proceeds of such Revolving Loan;
(ii) With respect Credit Extension available to the issuance Borrower on the applicable Credit Date by causing an amount of a Letter same-day funds in Dollars equal to the proceeds of Credit, each such issuance shall be made in accordance with the requirements set forth in Section 2.2.B; and
(iii) The applicable Borrower shall notify all Loans received by the Administrative Agent prior in connection with the Credit Extension from the Lenders to be credited to the making of any Loan in the event that any account of the matters Borrower at the Administrative Agent’s Principal Office (or to which such Borrower is required other account as may be designated in writing to certify in the applicable Loan/Letter of Credit Request or Loan/Letter of Credit Certificate, as applicable, is no longer accurate and complete as of the applicable Loan Date, and the acceptance by any Borrower of the proceeds of any Loan shall constitute a re-certification Administrative Agent by the applicable Borrower, as of the applicable Loan Date, as to the matters to which such Borrower is required to certify in the applicable Loan/Letter of Credit Request and Loan/Letter of Credit Certificate).
(f) Section 2.1.C. of the Credit Agreement is amended by (i) deleting the last sentence in the first paragraph thereof and substituting in lieu thereof the following: “The Administrative Agent shall disburse the proceeds of each Loan to the Issuing Bank to reimburse the Issuing Bank for the Letter of Credit Obligations that are being reimbursed with the proceeds of such Loan (or, if the Lenders have previously reimbursed the Issuing Bank for such Letter of Credit Obligations, to the Lenders in the amounts in which they reimbursed the Issuing Bank)”; and (ii) deleting each reference to the phrase “rate payable under this Agreement for Base Rate Loans” and substituting in lieu thereof the phrase: “Applicable Interest Rate”.
(g) Section 2.2.A of the Credit Agreement is hereby amended by deleting the amount “6,081,744.27” and substituting in lieu thereof the amount “$5,595,204.73”.
(h) Section 2.2.C of the Credit Agreement is hereby amended by deleting the last sentence therein in its entirety and substituting in lieu thereof the following new sentence: “For the avoidance of doubt, each Lender hereby acknowledges and agrees that, in respect of all Letters of Credit outstanding as of the Eighteenth Amendment Effective Date and all Letters of Credit issued on and after the Eighteenth Amendment Effective Date, (i) each Lender shall be deemed to have purchased without recourse a participation interest from the Issuing Bank in such Letter of Credit and (ii) the obligations arising thereunder shall be equal to such Lender’s LOC Pro Rata Share as set forth opposite such Lender’s name on Schedule 2.1.A annexed hereto.”
(i) Section 2.2.D of the Credit Agreement is amended by deleting each reference to “interest rate otherwise payable under this Agreement for Base Rate Loans” and substituting in lieu thereof: “Applicable Interest Rate”.
(j) Section 2.2.E of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting in lieu thereof the following new Section 2.2.E:
Appears in 1 contract
Sources: Credit Agreement (Heritage Insurance Holdings, Inc.)
Borrowing Mechanics. Subject The obtaining by the Borrower of each Revolving Loan and each Line of Credit Advance shall be subject to the following terms and conditions conditions:
(a) Base Rate Loans shall be in the minimum amount of this Agreement One Million Dollars ($1,000,000.00) and integral multiples of One Hundred Thousand Dollars ($100,000.00) in reliance upon the representations and warranties excess of each Borrower herein set forth, each Lender hereby severally agrees to make the Loans described in Section 2.1.A., if, and only if, the borrowing mechanics set forth as follows are satisfied (that amount or, if such borrowing mechanics are not followedless, upon notice from the Administrative Agent amount available to be borrowed under either the Revolver or the Line of Credit at the time the Base Rate Loan is requested by the Borrower. Subject to there being sufficient availability under the Revolver and the Line of Credit, as applicable, LIBOR Rate Loans shall be in the minimum amount of Five Million Dollars ($5,000,000.00) and integral multiples of One Million Dollars ($1,000,000.00) in excess of that amount. Whenever the Borrower desires that the Banks make a Revolving Loan is being made in order to reimburse the Issuing Bank for and/or a drawing on a Letter Line of Credit):
(i) With respect Credit Advance to the making Borrower, the Borrower shall deliver to the Banks a Request for Revolving Loan or a Request for Line of Credit Advance no later than 10:30 A.M. (Louisville, Kentucky time) at least three (3) Business Days in advance of the proposed Funding Date in the case of a LIBOR Rate Loan and on the day of the proposed Funding Date in the case of a Base Rate Loan, each Loan/Letter . The Request for Revolving Loan and the Request for Line of Credit Request Advance shall be in the form of Ex- hibits B (aformerly Exhibit B to the Loan Agreement) specify (1) the identity and C, respectively, attached hereto and made a part of the applicable BorrowerFourth Amend- ment. Revolving Loans and Line of Credit Advances may be continued as or converted into Base Rate Loans and LIBOR Rate Loans in the manner provided in Section 2.2(d) hereof. In lieu of delivering the above described Request for Revolving Loan and the Request for Line of Credit Advance, (2) the aggregate amount Borrower may give the Agent telephonic notice by the required time of the requested LoanRevolving Loan and/or Line of Credit Advance under this Section 2.1C; pro- vided that such notice shall be promptly confirmed in writing by delivery of a Request for Revolving Loan and the Request for Line of Credit Advance to the Agent on or before the applicable Funding Date.
(b) Neither the Agent nor the Banks shall incur any liability to the Borrower in acting upon any telephonic notice referred to above which the Agent and/or the Banks believe in good faith to have been given by an Autho- rized Officer or other person authorized to borrow on behalf of the Borrower or for other- wise acting in good faith under this Section 2.1C, and, upon funding of any Revolving Loans or any Line of Credit Advances by the Banks in accordance with this Loan Agreement pursuant to any telephonic notice, the Borrower shall have effected such Revolving Loans or such Line of Credit Advances hereunder.
(3c) the proposed Loan Date (which may occur only on a Business DayExcept as provided in Sections 2.6(b), 2.6(c) or 2.6(f) hereof, a Request for Revolving Loan or a Request for Line of Credit Advance for a LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Deter- mination Date, and the Borrower shall be bound to borrow the particular LIBOR Rate Loan in accordance therewith.
(4d) The Agent shall make the date pro- ceeds of each Revolving Loan and each Line of Credit Advance requested by the Borrower available to the Borrower on the Funding Date by causing an amount of the Letter of Credit drawing and/or other Letter of Credit Obligations that are same day funds equal to be reimbursed with the proceeds of such Revolving Loan;Loan and such Line of Credit Advance to be credited to the account of the Borrower maintained with the Banks.
(ii) With respect to the issuance of a Letter of Credit, each such issuance shall be made in accordance with the requirements set forth in Section 2.2.B; and
(iiie) The applicable Borrower shall notify the Administrative Agent prior have no right to the making of any Loan in the event that any of the matters to which such Borrower is required to certify in the applicable Loan/Letter of Credit Request or Loan/Letter of Credit Certificate, as applicable, is no longer accurate and complete as of the applicable Loan Dateobtain, and the acceptance by Banks shall have no obligation to make, any Borrower of the proceeds of Revolving Loan or any Loan shall constitute a re-certification by the applicable Borrower, as of the applicable Loan Date, as to the matters to which such Borrower is required to certify in the applicable Loan/Letter Line of Credit Request Advance if a Potential Event of Default or an Event of Default has occurred and Loan/Letter of Credit Certificateis continuing.
(f) Section 2.1.C. Each request by the Borrower for a Revolving Loan, a Line of Credit Advance or a Swing Line Loan shall, in and of itself, constitute a continuing representation and warranty by the Credit Agreement is amended by Borrower to the Banks (i) deleting that the last sentence in Borrower then is, and at the first paragraph thereof and substituting in lieu thereof time the following: “The Administrative Agent shall disburse the proceeds of each Loan to the Issuing Bank to reimburse the Issuing Bank for the Letter Revolving Loan, Line of Credit Obligations that are being reimbursed with Advance or Swing Line Loan is actually made will be, entitled under this Loan Agreement to obtain the proceeds of such Loan (orparticular Revolving Loan, if the Lenders have previously reimbursed the Issuing Bank for such Letter Line of Credit ObligationsAdvance or Swing Line Loan, to the Lenders in the amounts in which they reimbursed the Issuing Bank)”; and (ii) deleting each reference to that all of the phrase “rate payable under this Agreement for Base Rate Loans” covenants, agreements, representations and substituting warranties made by the Borrower herein and in lieu thereof the phrase: “Applicable Interest Rate”other Loan Instruments are true and correct, and have been fully complied with, as of such date.
(g) Section 2.2.A The Borrower shall have no right to obtain any Revolving Loan, Line of Credit Advance or Swing Line Loan unless all of the terms and conditions set forth in this Section 2.1C have been fully satisfied with regard to that Revolving Loan, that Line of Credit Advance or that Swing Line Loan.
22. Section 2.2 of the Loan Agreement is hereby amended by deleting the amount “6,081,744.27” and substituting in lieu thereof the amount “$5,595,204.73”.
(h) Section 2.2.C of the Credit Agreement is hereby amended by deleting the last sentence therein restated in its entirety and substituting in lieu thereof the following new sentence: “For the avoidance of doubt, each Lender hereby acknowledges and agrees that, in respect of all Letters of Credit outstanding to read as of the Eighteenth Amendment Effective Date and all Letters of Credit issued on and after the Eighteenth Amendment Effective Date, (i) each Lender shall be deemed to have purchased without recourse a participation interest from the Issuing Bank in such Letter of Credit and (ii) the obligations arising thereunder shall be equal to such Lender’s LOC Pro Rata Share as set forth opposite such Lender’s name on Schedule 2.1.A annexed hereto.”
(i) Section 2.2.D of the Credit Agreement is amended by deleting each reference to “interest rate otherwise payable under this Agreement for Base Rate Loans” and substituting in lieu thereof: “Applicable Interest Rate”.
(j) Section 2.2.E of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting in lieu thereof the following new Section 2.2.Efollows:
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Borrowing Mechanics. Subject (i) All requested advances under this Agreement shall be made by the Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligation to make its share of a requested advance hereunder nor shall the Commitment of any Lender be increased or decreased as a result of a default by any other Lender in that other Lender's obligation to make its share of a requested advance hereunder, provided that any one or more of the nondefaulting Lenders may, in their sole discretion and by a written notice to the terms and conditions of this Agreement and in reliance upon the representations and warranties of each Borrower herein set forthBorrower, each Lender hereby severally agrees to make the Loans described in Section 2.1.A., if, and only if, the borrowing mechanics set forth as follows are satisfied (or, if such borrowing mechanics are not followed, upon notice from the Administrative Agent and the defaulting Lender, elect to assume that a Revolving Loan is being made in order to reimburse portion of the Issuing Bank for a drawing on a Letter of Credit):
(i) With respect to the making Commitment of a Loandefaulting Lender not then being honored by such defaulting Lender and, each Loan/Letter in any such case, the Commitment of Credit Request such nondefaulting Lenders and the Commitment of such defaulting Lender shall be appropriately adjusted to reflect such assumption (if more than one nondefaulting Lender shall desire to effect the assumption referred to in this clause (a) specify (1) the identity of the applicable Borrower, (2) the aggregate amount of the requested Loan, (3) the proposed Loan Date (which may occur only on a Business Day), such assumption shall be shared ratably among such nondefaulting Lenders in accordance with their Commitments, as determined immediately prior to such assumption) and (4) new Notes shall be issued in exchange for the date and amount of the Letter of Credit drawing and/or other Letter of Credit Obligations that are then outstanding Notes to be reimbursed with the proceeds of reflect such Revolving Loan;assumption.
(ii) With Each Lender shall either (A) deliver the amount of each of its Pre-Sale Advances or Project Advances directly to the Administrative Agent on the applicable Advance Date in respect thereof as provided for herein or (B) deliver the amount of each of its Pre-Sales Advances or Project Advances as provided in Section 10.7(b) hereof. Each Lender shall inform the Administrative Agent in writing of its preferred way of making its Pro Rata Share of the Pre-Sale Advance and Project Advances hereunder.
(iii) This clause (iii) shall apply with the respect to any Lender that shall have elected option (A) under Section 2.3(a)(ii) hereof; otherwise Section 10.7(b) hereof shall apply. Subject to the issuance satisfaction of a Letter of Credit, each such issuance shall be made in accordance with the requirements conditions precedent set forth in Section 2.2.B; and
(iii) The applicable Borrower shall notify 6 hereof, the Administrative Agent shall deliver the proceeds of the Pro Rata Share of each Pre-Sale Advance or Project Advance from each Lender delivered to it in immediately available funds to the Borrower on the applicable Advance Date in immediately available funds as provided for in Schedule 10 hereto. Unless the Administrative Agent shall have been notified by a Lender prior to any applicable Advance Date that such Lender does not intend to make available to the making Administrative Agent its Pro Rata Share of any Loan a Pre-Sale Advance or Project Advance in respect of such Advance Date, the event Administrative Agent may assume, for purposes of this clause (iii), that any such Lender will make such Pro Rata Share of such Pre-Sale Advance or Project Advance then requested available to the matters to which such Borrower is required to certify in Administrative Agent on the applicable Loan/Letter of Credit Request or Loan/Letter of Credit Certificate, as applicable, is no longer accurate and complete as of the applicable Loan Advance Date, and the acceptance by any Borrower of Administrative Agent may, in its sole discretion, but shall not be obligated to, deliver to the proceeds of any Loan shall constitute a re-certification by the applicable Borrower, as provided in clause (ii) above, the amount of such Pro Rata Share of such Advance. If such Lender does not in fact make such Pro Rata Share of such Pre-Sale Advance or Project Advance available to the Administrative Agent on the applicable Loan Advance Date, as to the matters to which such Borrower is required to certify in the applicable Loan/Letter of Credit Request and Loan/Letter of Credit Certificate.
(f) Section 2.1.C. of the Credit Agreement is amended by (i) deleting the last sentence in the first paragraph thereof and substituting in lieu thereof the following: “The Administrative Agent shall disburse be entitled to recover such amount from such Lender together with interest accrued thereon at the proceeds of each Loan Interest Rate. If such Lender shall not pay to the Issuing Bank to reimburse Administrative Agent such amount (together with interest) forthwith upon the Issuing Bank Administrative Agent's demand therefor, the Administrative Agent may promptly inform, in writing, the Borrower of such circumstances and the Borrower shall promptly repay such Pro Rata Share of such Pre-Sale Advance or Project Advance together with interest accrued thereon at the Interest Rate for the Letter period of Credit Obligations that are being reimbursed with the proceeds of time such Loan Pre-Sale Advance or Interest Advance shall have been outstanding. Nothing in this clause (or, if the Lenders have previously reimbursed the Issuing Bank for such Letter of Credit Obligations, to the Lenders in the amounts in which they reimbursed the Issuing Bank)”; and (iiiii) deleting each reference to the phrase “rate payable under this Agreement for Base Rate Loans” and substituting in lieu thereof the phrase: “Applicable Interest Rate”.
(g) Section 2.2.A of the Credit Agreement is hereby amended by deleting the amount “6,081,744.27” and substituting in lieu thereof the amount “$5,595,204.73”.
(h) Section 2.2.C of the Credit Agreement is hereby amended by deleting the last sentence therein in its entirety and substituting in lieu thereof the following new sentence: “For the avoidance of doubt, each Lender hereby acknowledges and agrees that, in respect of all Letters of Credit outstanding as of the Eighteenth Amendment Effective Date and all Letters of Credit issued on and after the Eighteenth Amendment Effective Date, (i) each Lender shall be deemed to have purchased without recourse a participation interest relieve any Lender from the Issuing Bank its obligations to fulfill its Commitment hereunder and nothing in such Letter of Credit and this clause (iiiii) the obligations arising thereunder shall be equal deemed to such Lender’s LOC Pro Rata Share as set forth opposite such Lender’s name on Schedule 2.1.A annexed hereto.”
relieve any nondefaulting Lender from its rights under clause (i) Section 2.2.D of the Credit Agreement is amended by deleting each reference to “interest rate otherwise payable under this Agreement for Base Rate Loans” and substituting in lieu thereof: “Applicable Interest Rate”above.
(j) Section 2.2.E of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting in lieu thereof the following new Section 2.2.E:
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Borrowing Mechanics. Subject Loans made on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, and Swing Line Loans which shall be governed by the provisions of subsection 2.10), shall be in an aggregate minimum amount of (y) $15,000,000 and integral multiples of $5,000,000 in excess of that amount in the case of Term Loans and (z) $1,000,000 and integral multiples of $500,000 in the case of Revolving Loans; it being understood that each amount set forth in the foregoing clauses (x) and (y) shall apply to the terms requested aggregate amount of all TLF I Loans, TLF II Loans or Revolving Loans, as applicable, to be made on such Funding Date (calculated using the Dollar Equivalent (based on the applicable Closing FX Rates) in the case of Loans denominated in HK Dollars and conditions Patacas). Whenever the Borrower desires that the Lenders make Term Loans or Project Cost Revolving Loans (other than (i) Revolving Loans made pursuant to subsection 3.3B for the purpose of this Agreement and in reliance upon reimbursing any Issuing Lender for the representations and warranties amount of each Borrower herein set forth, each Lender hereby severally agrees to make the Loans described in Section 2.1.A., ifa drawing under a Letter of Credit issued by it, and only if(ii) Swing Line Loans which shall be governed by the provisions of subsection 2.10), the borrowing mechanics set forth as follows are satisfied (or, if such borrowing mechanics are not followed, upon notice from Borrower shall deliver to the Administrative Agent a Borrowing Notice; provided, that, (x) other than in the case of the Initial Borrowing Date, the Borrower may not deliver any Borrowing Notice except on or after the date all conditions set forth in Section 4.1 have been satisfied and (y) in the case of the Initial Borrowing Date, the Borrower shall have satisfied all conditions set forth in Section 4.1B no later than three (3) Business Days prior to the date that a is proposed to be the Initial Borrowing Date. Each such Borrowing Notice must be received by the Administrative Agent prior to 3:00 p.m., Eastern time, at least five Business Days prior to the requested Funding Date and must specify (i) the amount and type of Project Cost Term Loans, Non-Project Cost Term Loans, or Project Cost Revolving Loan Loans, as the case may be, to be borrowed, (ii) the requested Funding Date and (iii) in the case of Eurodollar Rate Loans and in the case of the HIBOR Rate Loans, the length of the initial Interest Period therefor. Each relevant Lender will make the amount of its share of each borrowing as is being required hereunder and under the Depository Agreement available to the Administrative Agent in immediately available Dollars, Patacas or HK Dollars, as applicable. Whenever the Borrower desires that the Lenders make Non-Project Cost Revolving Loans (other than (i) Revolving Loans made in order pursuant to reimburse subsection 3.3B for the purpose of reimbursing any Issuing Bank Lender for the amount of a drawing on under a Letter of Credit):
Credit issued by it, and (ii) Swing Line Loans which shall be governed by the provisions of subsection 2.10), it shall deliver to the Administrative Agent a Borrowing Notice no later than 3:00 p.m. (Eastern time) at least five Business Days in advance of the proposed Funding Date. The Borrowing Notice shall specify (i) With respect to the making of a Loan, each Loan/Letter of Credit Request shall (a) specify (1) the identity of the applicable Borrower, (2) the aggregate amount of the requested Loan, (3) the proposed Loan Funding Date (which may occur only on shall be a Business Day), and (4) the date and amount of the Letter of Credit drawing and/or other Letter of Credit Obligations that are to be reimbursed with the proceeds of such Revolving Loan;
(ii) With respect to the issuance amount of a Letter of CreditNon-Project Cost Revolving Loans requested, each such issuance shall be made in accordance with the requirements set forth in Section 2.2.B; and
(iii) whether such Revolving Loans that are denominated in Dollars shall be Base Rate Loans or Eurodollar Rate Loans, and (iv) in the case of any Loans requested to be made as Eurodollar Rate Loans and in the case of the HIBOR Rate Loans, the initial Interest Period requested therefor. Each relevant Lender will make the amount of its share of each borrowing as is required pursuant to and subject to the applicable requirements of Section 2 available to the Administrative Agent in immediately available Dollars, Patacas or HK Dollars, as applicable. The applicable Borrower shall notify the Administrative Agent prior to the making funding of any Loan such Revolving Loans in the event that any of the matters to which such the Borrower is required to certify in the applicable Loan/Letter of Credit Request or Loan/Letter of Credit Certificate, as applicable, Borrowing Notice is no longer accurate true and complete correct as of the applicable Loan Funding Date, and the acceptance by any the Borrower of the proceeds of any Loan such Revolving Loans shall constitute a re-certification recertification by the applicable Borrower, as of the applicable Loan Funding Date, as to the matters to which such the Borrower is required to certify in the applicable Loan/Letter of Credit Request Borrowing Notice. Except as otherwise provided in subsections 2.6B, 2.6C and Loan/Letter of Credit Certificate.
(f) Section 2.1.C. of the Credit Agreement is amended by (i) deleting the last sentence in the first paragraph thereof and substituting in lieu thereof the following: “The Administrative Agent 2.6G, a Borrowing Notice for a Eurodollar Rate Loan or a HIBOR Rate Loan shall disburse the proceeds of each Loan to the Issuing Bank to reimburse the Issuing Bank for the Letter of Credit Obligations that are being reimbursed with the proceeds of such Loan (or, if the Lenders have previously reimbursed the Issuing Bank for such Letter of Credit Obligations, to the Lenders in the amounts in which they reimbursed the Issuing Bank)”; and (ii) deleting each reference to the phrase “rate payable under this Agreement for Base Rate Loans” and substituting in lieu thereof the phrase: “Applicable Interest Rate”.
(g) Section 2.2.A of the Credit Agreement is hereby amended by deleting the amount “6,081,744.27” and substituting in lieu thereof the amount “$5,595,204.73”.
(h) Section 2.2.C of the Credit Agreement is hereby amended by deleting the last sentence therein in its entirety and substituting in lieu thereof the following new sentence: “For the avoidance of doubt, each Lender hereby acknowledges and agrees that, in respect of all Letters of Credit outstanding as of the Eighteenth Amendment Effective Date and all Letters of Credit issued be irrevocable on and after the Eighteenth Amendment Effective related Interest Rate Determination Date, (i) each Lender and the Borrower shall be deemed bound to have purchased without recourse make a participation interest from borrowing in accordance therewith. All proceeds of TLF I Loans not otherwise used to pay Transaction Costs on the Issuing Bank in such Letter of Credit and (ii) the obligations arising thereunder Initial Borrowing Date shall be equal to such Lender’s LOC Pro Rata Share deposited in the Project Loans Disbursement Account or Local Currency Loans Accounts, as set forth opposite such Lender’s name on Schedule 2.1.A annexed heretoapplicable. All proceeds of TLF II Loans that are Project Cost Term Loans, and Project Cost Revolving Loans, shall be deposited in the Project Loans Disbursement Account or Local Currency Loans Accounts, as applicable. All proceeds of Non-Project Cost Revolving Loans and Non-Project Cost Term Loans shall be deposited in the Operating Accounts, as directed by the Borrower.”
(i) Section 2.2.D of the Credit Agreement is amended by deleting each reference to “interest rate otherwise payable under this Agreement for Base Rate Loans” and substituting in lieu thereof: “Applicable Interest Rate”.
(j) Section 2.2.E of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting in lieu thereof the following new Section 2.2.E:
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