Commitment Increase. From time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met: (a) no Default or Event of Default shall exist or would result from such Commitment Increase; (b) no Commitment Increase may be in an amount less than $10,000,000; (c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase; (d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”); (e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and (f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase).
Appears in 3 contracts
Sources: Credit Agreement (General Cable Corp /De/), Credit Agreement (General Cable Corp /De/), Credit Agreement (General Cable Corp /De/)
Commitment Increase. From time (a) Subject to time after the Closing Dateterms and conditions set forth herein, the Revolving Commitments may be increased (but in no event in excess Borrower shall have the right, without the consent of $50,000,000 the Lenders, to cause an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of a proposed Commitment Increase this Agreement one or more additional lenders that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent if Agent, the Swingline Lender and each of the following conditions have been met:
Issuing Bank (anot to be unreasonably withheld, delayed or conditioned) (each, a “CI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments; provided that (i) no Default or Event of Default shall exist or would result from have occurred and be continuing as of the relevant Commitment Increase Effective Date, (ii) no such Commitment Increase;Increase shall be less than $25,000,000, unless the Administrative Agent otherwise consents to a smaller amount (iii) the aggregate amount of all such Commitment Increases shall not exceed $750,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion), (v) upon any increase in the Commitments pursuant to this Section 2.02, the Multicurrency Commitments of the Lenders shall be adjusted to reflect all Lenders’ (including any CI Lender’s) Applicable Percentage of the Multicurrency Commitments at such time and (vi) if, on the effective date of such increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of such outstanding Loans; provided further that no Commitment Increase shall increase the Alternative Currency LC Sublimit or the total Multicurrency Commitments without the consent of each Lender.
(b) no The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto of its intention to increase the Commitments pursuant to this Section 2.02. Each such Notice of Commitment Increase may be in an amount less than $10,000,000;
shall specify (c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(di) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect effective date of all or a portion of the such Commitment Increase (each such Lenderdate, a “New LenderCommitment Increase Effective Date”);
, which date shall be no earlier than five (e5) Business Days after receipt by the proposed Administrative Agent of such Notice of Commitment Increase, together with any prior (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, shall the aggregate amount of all Commitment Increases does not exceed the amount set forth in subsection (a)(iii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Cap; andEffective Date.
(fc) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount, which amount (A) shall be denominated in the same currency as such outstanding Loans and (B) for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) each existing Lender that has agreed to increase its Commitment shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such Lender’s New Funds Amount, which amount (A) shall be denominated in the same currency as such outstanding Loans and (B) for each such Lender, shall constitute Loans made by such Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (iii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.11, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iv) the Borrower shall be responsible to pay to each Lender any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of any outstanding Loans.
(d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have received the following meanings: (i) an agreement setting forth such “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, or a CI Lender’s Commitment (iias applicable) evidence of corporate authorization on the part represented as a percentage of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving aggregate Commitments in connection with such proposed Commitment Increase. After after giving effect to any Commitment Increase, it may be times the case that aggregate principal amount of the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order immediately prior to remedy the foregoing, on the effective date of the applicable giving effect to such Commitment Increase, if any, as of any Commitment Increase Effective Date (without regard to any increase in the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt aggregate principal amount of all such payments, to disburse such amounts to the Lenders so that Loans as a result of borrowings made after giving effect thereto to such Commitment Increase on such Commitment Increase Effective Date); (ii) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to any Commitment Increase that does not increase its respective Commitment as a result of such Commitment Increase and whose relative percentage of the Revolving Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans will be held by decrease as of any Commitment Increase Effective Date (without regard to the Revolving Lenders (including, without limitation, effect of any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (borrowings made on such Commitment Increase Effective Date after giving effect to the applicable Commitment IncreaseIncrease occurring on such Commitment Increase Effective Date).
Appears in 3 contracts
Sources: Senior Unsecured 5 Year Revolving Credit Agreement (HollyFrontier Corp), Senior Unsecured 5 Year Revolving Credit Agreement (HollyFrontier Corp), Senior Unsecured 5 Year Revolving Credit Agreement (HollyFrontier Corp)
Commitment Increase. From time The Borrower may, by giving at least 15 Business Days’ notice to time after the Closing DateAdministrative Agent, propose that the Revolving Commitments may Aggregate Facility Amount be increased (but in no event in excess each such proposed increase being a “Commitment Increase”), through an increase of $50,000,000 in the aggregate for Commitment of one or more existing Lenders (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all such increases) effective as of a date (the “Commitment Increase CapDate”) that shall be specified in such notice and that shall be prior to the aggregate Revolving Commitments Commitment Termination Date; provided the following limitations shall apply:
(A) the Borrower may not propose more than two Commitment Increases during any calendar quarter,
(B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000,
(C) the Aggregate Facility Amount may not in any event at no any time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:2,000,000,000,
(aD) no Default or Event of Default shall exist have occurred and be continuing on the relevant Commitment Increase Date or would shall result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, and
(E) the representations and warranties in Article V shall not exceed be true in all material respects on and as of the Commitment Increase Cap; and
(f) the Date as if made on and as of such date. The Administrative Agent shall have received (i) an agreement setting forth such notify the Lenders of a proposed Commitment Increase, together with Lender Addendums and promissory notes Increase promptly upon its receipt of notice from the Borrower with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth Lender will consider in this Section 2.20 shall not require the consent of good faith any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. After giving effect to any No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, it may be the case each Lender that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order is willing to remedy the foregoing, on the effective date of the applicable increase its Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) hereunder shall make payments deliver to the Administrative AgentAgent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders so and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that after giving effect thereto any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the Revolving Loans will consent of the Administrative Agent and the Issuing Lender, which consent shall not be held unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Revolving Lenders (including, without limitation, any new Lenders), pro rata Borrower in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase)its sole discretion.
Appears in 3 contracts
Sources: Revolving Credit Agreement (KKR & Co. L.P.), Revolving Credit Agreement (KKR & Co. L.P.), Revolving Credit Agreement (KKR & Co. L.P.)
Commitment Increase. From (a) The Borrowers may at any time or from time to time after the Closing Date, the Revolving Commitments may be increased Effective Date (but no more than twice in no event in excess any calendar year), by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of $50,000,000 the Lenders), request one or more increases in the aggregate for all such increases) amount of the Commitments (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any each such increase, a “Commitment Increase”) at ); provided that upon the option effectiveness of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
any Incremental Amendment (a) as defined below), no Default or Event of Default shall exist have occurred and be continuing and each Commitment Increase shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Commitment Increases shall not exceed $125,000,000. Each notice from the Borrowers pursuant to this Section 2.19 shall set forth the requested amount of the relevant Commitment Increase. Commitment Increases may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide a portion of any Commitment Increase) or would result from by any other Eligible Assignee (provided that any required approval of such Eligible Assignee by the Administrative Agent shall not be unreasonably withheld or delayed, and the commitment of any such Eligible Assignee to the relevant Commitment Increase is at least $5,000,000). Commitments in respect of Commitment Increases shall become Commitments (or in the case of a Commitment Increase to be provided by an existing Lender, an increase in such Lender’s applicable Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to Schedule I (with a joinder agreement in the case of any Eligible Assignee providing any portion of such Commitment Increases), executed by the Administrative Agent, each Lender and Eligible Assignee that is in each case agreeing to provide any portion of the relevant Commitment Increase;, and the Borrowers. Any such Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate (including any increase in the Applicable Margin and the fees set out in Sections 2.09), provided that any such increase shall apply to and be for the benefit of all the Lenders), in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.19. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.02 (it being understood that all references to “the date of such Borrowing, issuance or renewal” or similar language in such Section 3.02 shall be deemed to refer to in such instance to the effective date of such Incremental Amendment). The Borrowers may use Commitment Increases for any purpose not prohibited by this Agreement.
(b) no Commitment Increase may Upon each increase in the Commitments pursuant to this Section 2.19, (x) each Lender immediately prior to such increase will automatically and without further act be in an amount less than $10,000,000;
(c) no existing deemed to have assigned to each Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or providing a portion of the Commitment Increase (each a “Commitment Increase Lender”) in respect of such increase, and each such Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit such that, a “New after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Lender (including each such Commitment Increase Lender”);
) will equal the percentage of the aggregate Commitments of all Lenders represented by such Lender’s Commitment and (ey) if, on the proposed date of such increase, there are any Advances outstanding, portions of such Advances shall on the date of the effectiveness of such Commitment Increase, together Increase be prepaid with any prior Commitment Increase, shall not exceed the proceeds of additional Advances made by the Commitment Increase Cap; and
Lenders (f) such that after giving effect to such prepayment, the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part percentage of the Loan Parties with respect Advances held by each Lender will equal the percentage of the aggregate Commitments of all Lenders represented by such Lender’s Commitment after giving effect to such Commitment Increase), (iiiwhich prepayment shall be accompanied by accrued interest on the Loans being prepaid and any costs incurred by any Lender in accordance with Section 10.04(d). The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. Except as permitted under Section 2.19(a) opinions of counsel with respect to any increase in Applicable Margin and fees, the terms and conditions of such Commitment Increases (including pricing and maturity date) shall be identical to those applicable to the Commitments immediately prior to the effectiveness of such Commitment Increases, and the applicable commitments to the relevant Commitment Increase shall, upon the effectiveness of the relevant Commitment Increase, (iv) amendments constitute Commitments hereunder. This Section 2.19 shall supersede any provisions in Section 2.14 or 10.01 to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase)contrary.
Appears in 2 contracts
Sources: Senior Secured Revolving Facility Credit Agreement (Chemtura CORP), Senior Secured Revolving Facility Credit Agreement (Chemtura CORP)
Commitment Increase. From time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(a) no Default or Event Each Increasing Lender hereby agrees to increase the amount of Default shall exist or would result from such its (i) Revolving Commitment under the Credit Agreement by the amount shown as its “Revolving Commitment Increase;” on Annex A attached hereto and (ii) Term Loan Commitment under the Credit Agreement by the amount shown as its “Term Loan Commitment Increase” on Annex A attached hereto.
(b) no Each Increasing Lender acknowledges and agrees that the respective Revolving Commitments and Term Loan Commitments of such Lender and the other Lenders under the Credit Agreement are several and not joint commitments and obligations of such Lenders. Each Increasing Lender further acknowledges and agrees that Schedule II hereto sets forth for such Lender its Revolving Commitment Increase may be in an amount less than $10,000,000;and its Term Loan Commitment under the Credit Agreement immediately after to giving effect to this Amendment.
(c) no existing Lender Upon this Amendment becoming effective (x) with respect to the Existing Term Loans and the Revolving Loans outstanding under the Credit Agreement immediately prior to this Amendment becoming effective, the Increasing Lenders that are providing Commitment Increases such that after giving effect to this Amendment their ratable portion of the Commitments shall be obligated less than their ratable portions immediately prior to increase this Amendment (the “Non-Pro Rata Increasing Lenders”) shall assign to each Increasing Lender that is providing a Commitment Increase such that after giving effect to this Amendments its ratable portion of the Commitments shall be greater than its ratable portion immediately prior to this Amendment (the “Incremental Increasing Lenders”), and each of the Incremental Increasing Lenders shall purchase from the Non-Pro Rata Increasing Lenders, at the principal amount thereof (together with accrued interest), such interest in the Existing Term Loans and such outstanding Revolving Commitment Loans as shall be necessary in connection with any Commitment Increase;order that after giving effect to all such assignments and purchases, the Lenders shall hold the Existing Term Loans and such Revolving Loans ratably in proportion to their respective First Amendment Additional Term Loan Commitments and Revolving Commitments, as applicable, as set forth on Schedule II after giving effect to this Amendment and (y) the amount of the participations held by each Lender in each Letter of Credit and each Swingline Loan then outstanding shall be adjusted automatically such that, after giving effect to such adjustments, the Lenders shall hold participations in each such Letter of Credit and Swingline Loan in proportion to their respective Revolving Commitments as set forth on Schedule II after giving effect to this Amendment.
(d) On the proposed date hereof, each Lender shall make a Term Loan to the Borrower in a principal amount equal to the First Amendment Additional Term Loan Commitment Increase shall have been consented of such Lender. The Lenders hereby waive any Notice of Term Borrowing that the Borrower may be required to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee deliver under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion 2.5 of the Commitment Increase (each such Lender, a “New Lender”);Credit Agreement or any other provision thereof with regard to the Term Loan to be made on the date hereof.
(e) the proposed Commitment IncreaseImmediately after this Amendment becomes effective, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may certain assignments will be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to made among the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (final allocations of each Lender after giving effect to the applicable Commitment Increase)such assignments will be as set forth on Annex B to this Amendment.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement, Revolving Credit and Term Loan Agreement (Bristow Group Inc)
Commitment Increase. From time (a) Borrower may by written notice to time after Agent, on no more than one occasion, elect to request the Closing Date, the Revolving Commitments may be increased (but in no event in excess establishment of $50,000,000 in the aggregate for all such increases) one or more new term loan commitments (the “Commitment Increase CapNew Term Loan Commitments”), (i) in an aggregate amount equal to (A) the Wachovia Pay Down Amount less (B) all Pro Rata Share payments of principal that would have been payable to Wachovia Bank, National Association since the date of the Wachovia Non Pro Rata Pay Down had the Wachovia Non Pro Rata Pay Down not occurred and (ii) not less than $1,000,000 individually (or such lesser amount which shall be approved by Agent). Such notice shall specify (A) the date (the “Increased Amount Date”) such on which Borrower proposes that the aggregate Revolving New Term Loan Commitments shall at no time exceed $450,000,000 be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to Agent and (any such increaseB) the identity of each Lender or other Person that is an Assignee under Section 11.11 of this Agreement (each, a “Commitment IncreaseNew Term Loan Lender”) at to whom Borrower proposes any portion of such New Term Loan Commitments be allocated and the option amounts of Borrower pursuant such allocations; provided that any Lender approached to delivery of written notice from Borrower of provide all or a proposed Commitment Increase to the Administrative Agent if each portion of the following conditions have been met:
New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that (a1) no Default or Event of Default shall exist on such Increased Amount Date before or would result from after giving effect to such Commitment Increase;
New Term Loan Commitments, as applicable; (b2) no Commitment Increase may the Wachovia Non Pro Rata Pay Down shall have occurred; (3) Borrower and its Subsidiaries shall be in an amount less than $10,000,000;
pro forma compliance with each of the covenants set forth in Section 8 as of the last day of the most recently ended Fiscal Quarter after giving effect to such New Term Loan Commitments; (c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d4) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an amendments to this Agreement, a joinder agreement for any New Term Loan Lender and all other promissory notes, agreements, documents and instruments requested by the Agent in its reasonable discretion evidencing and setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part conditions of the New Term Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase).
Appears in 2 contracts
Sources: Term Loan Agreement, Term Loan Agreement (International Textile Group Inc)
Commitment Increase. From time (i) On any date prior to time after the Closing latest Termination Date, the Revolving Borrowers may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in for any such increase but not more than $500,000,000 (the aggregate “Maximum Accordion Amount”) for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 increases (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lendersexisting Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent agreesin consultation with FE, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon receipt giving effect to the Commitment Increase shall not exceed the amount of all the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such payments, to disburse such amounts notice to the Lenders so and the Fronting Banks.
(ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect thereto to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the Revolving Loans will be held case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Revolving Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase.
(iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder their respective Commitments (after giving effect to the applicable such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12.
(iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 2 contracts
Sources: Credit Agreement (FirstEnergy Transmission, LLC), Credit Agreement (FirstEnergy Transmission, LLC)
Commitment Increase. From (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Banks but with the prior approval of the Administrative Agent and each L/C Issuer (such approval not to be unreasonably withheld, delayed or conditioned), to cause from time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 and at any time an increase in the aggregate for all such increases) Commitments of the Banks (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at by adding to this Agreement one or more additional financial institutions that is not already a Bank hereunder (each a “CI Bank”) or by allowing one or more existing Banks to increase their respective Commitments; provided, however that (i) no Event of Default shall have occurred which is then continuing, (ii) no such Commitment Increase shall cause the option Total Facility Amount to exceed $3,000,000,000, (iii) no Bank’s Commitment shall be increased without such Bank’s prior written consent (which consent may be given or withheld in such Bank’s sole and absolute discretion), and (iv) if, on the effective date of such increase, any Advances have been made, then the Borrower pursuant shall be obligated to delivery pay any breakage fees or costs in connection with the reallocation of such outstanding Advances.
(b) Any Commitment Increase shall be requested by written notice from the Borrower of a proposed Commitment Increase to the Administrative Agent if each (a “Notice of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b”) no in the form of Exhibit F attached hereto. Each such Notice of Commitment Increase may be in an amount less than $10,000,000;
shall specify (c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(di) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect effective date of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretowhich date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) evidence of corporate authorization on the part amount of the Loan Parties with respect to such requested Commitment Increase, (iii) opinions the identity of counsel with respect each CI Bank or Bank (or any combination thereof) that has agreed in writing to increase its Commitment hereunder and (iv) the amount of the respective Commitments of the then existing Banks that are increasing their respective Commitments and the CI Banks from and after the Commitment Increase Effective Date (as defined below). If the Administrative Agent and each L/C Issuer approve such CI Bank (such approval not to be unreasonably withheld or delayed) and consent to such Commitment IncreaseIncrease (such consent not to be unreasonably withheld or delayed), (iv) amendments all such Persons shall execute a counterpart to the Security Documents in connection with Notice of Commitment Increase and such Commitment Increase, (v) Increase shall be effective on behalf the proposed effective date set forth in the Notice of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) Increase or on another date agreed to by the Administrative Agent and the Borrower and payable (such date referred to as the “Commitment Increase Effective Date”).
(c) On each Commitment Increase Effective Date, to the extent that there are Advances outstanding as of such Persons in connection with date, (i) each CI Bank shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Bank’s New Funds Amount (as defined below), which amount, for each such CI Bank, shall constitute Advances made by such CI Bank to the Borrower pursuant to this Agreement on such Commitment Increase and Effective Date, (viii) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each shall, by wire transfer of the Borrowerimmediately available funds, Lenders and Administrative Agent acknowledges and agrees that pay to each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if anythen Reducing Percentage Bank (as defined below) its Reduction Amount (as defined below), which have agreed amount, for each such Reducing Percentage Bank (as defined below), shall constitute a prepayment by the Borrower pursuant to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment IncreaseSection 2.10, it may be the case that the outstanding Revolving Loans are not held pro rata ratably in accordance with the new Revolving Commitments. In order to remedy the foregoingrespective principal amounts thereof, on the effective date of the applicable Commitment Increaseprincipal amounts of all then outstanding Advances of such Reducing Percentage Bank, and (iii) the Borrower shall be responsible to pay to each Bank any breakage fees or costs in connection with the reallocation of any outstanding Advances.
(d) For purposes of this Section 2.20 and Exhibit F, the Revolving Lenders following defined terms shall have the following meanings: (including, without limitation, any new Lendersi) shall make payments “New Funds Amount” means the amount equal to the Administrative Agent, and product of a Bank’s increased Commitment or a CI Bank’s Commitment (as applicable) represented as a percentage of the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (Total Facility Amount after giving effect to the applicable Commitment Increase, times the aggregate principal amount of the outstanding Advances immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Advances as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date); (ii) “Reducing Percentage Bank” means each then existing Bank immediately prior to giving effect to the Commitment Increase that does not increase its respective Commitment as a result of the Commitment Increase and whose Pro Rata Share of the Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means the amount by which a Reducing Percentage Bank’s outstanding Advances decrease as of a Commitment Increase Effective Date (without regard to the effect of any borrowings made on such Commitment Increase Effective Date after giving effect to the Commitment Increase).
Appears in 2 contracts
Sources: Revolving Credit Agreement (Eog Resources Inc), Revolving Credit Agreement (Eog Resources Inc)
Commitment Increase. From time (a) Subject to time after the Closing Dateterms and conditions set forth herein, the Revolving Commitments may be increased (but in no event in excess Borrower shall have the right, without the consent of $50,000,000 the Lenders, to cause an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of a proposed Commitment Increase this Agreement one or more additional lenders that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent if and each Issuing Bank (not to be unreasonably withheld, delayed or conditioned) (each, a “CI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments with the consent of the following conditions have been met:
each Issuing Bank (anot to be unreasonably withheld, delayed or conditioned); provided that (i) no Default or Event of Default shall exist or would result from have occurred and be continuing as of the relevant Commitment Increase Effective Date, (ii) no such Commitment Increase;Increase shall be less than $10,000,000 and in integral multiples of $5,000,000, (iii) no such Commitment Increase shall result in the Aggregate Commitment Amount exceeding $1,000,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion), and (v) if, on the effective date of such increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of such outstanding Loans.
(b) no The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto of its intention to increase the Commitments pursuant to this Section 2.02. Each such Notice of Commitment Increase may be in an amount less than $10,000,000;
shall specify (c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(di) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect effective date of all or a portion of the such Commitment Increase (each such Lenderdate, a “New LenderCommitment Increase Effective Date”);
, which date shall be no earlier than five (e5) Business Days after receipt by the proposed Administrative Agent of such Notice of Commitment Increase, together with any prior (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, shall the aggregate amount of all Commitment Increases does not exceed the amount set forth in subsection (a)(iii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Cap; andEffective Date (as defined below).
(fc) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) each existing Lender that has agreed to increase its Commitment shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such Lender’s New Funds Amount, which amount, for each such Lender, shall constitute Loans made by such Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (iii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.11, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iv) the Borrower shall be responsible to pay to each Lender any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of any outstanding Loans; provided that, notwithstanding the foregoing, no Letter of Credit may expire beyond the close of business on the date that is five Business Days prior to the earliest Maturity Date applicable to any Lender, unless the amount of such Letter of Credit on the date of issuance, renewal or extension, as applicable, together with the outstanding LC Exposure at such time, is less than or equal to the total Commitments of all Lenders having a later Maturity Date.
(d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have received the following meanings: (i) an agreement setting forth such “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, or a CI Lender’s Commitment (iias applicable) evidence of corporate authorization on the part represented as a percentage of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving aggregate Commitments in connection with such proposed Commitment Increase. After after giving effect to any Commitment Increase, it may be times the case that aggregate principal amount of the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order immediately prior to remedy the foregoing, on the effective date of the applicable giving effect to such Commitment Increase, if any, as of any Commitment Increase Effective Date (without regard to any increase in the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt aggregate principal amount of all such payments, to disburse such amounts to the Lenders so that Loans as a result of borrowings made after giving effect thereto to such Commitment Increase on such Commitment Increase Effective Date); (ii) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to any Commitment Increase that does not increase its respective Commitment as a result of such Commitment Increase and whose relative percentage of the Revolving Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans will be held by decrease as of any Commitment Increase Effective Date (without regard to the Revolving Lenders (including, without limitation, effect of any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (borrowings made on such Commitment Increase Effective Date after giving effect to the applicable Commitment IncreaseIncrease occurring on such Commitment Increase Effective Date).
Appears in 2 contracts
Sources: Credit Agreement (Valero Energy Partners Lp), Credit Agreement
Commitment Increase. From The Borrower may, at any time and from time to time after the Closing Datetime, but not more frequently than twice annually, add additional financial institutions as Lenders under this Agreement and/or, by agreement with any existing Lender, increase the Revolving Commitments may Credit Commitment Amount of such existing Lender, and the Revolving Credit Aggregate Commitment shall thereby be increased (but in no event in excess by the amounts of $50,000,000 the Revolving Credit Commitment Amount of any such additional Lenders and/or the amounts of the increases in the aggregate for all such increases) (the “Revolving Credit Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (Amount of any such increaseexisting Lenders, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been metprovided that:
(a) no No Default or Event of Default shall exist or would result from have occurred and be continuing at the time of any such addition of a new Lender and/or increase in the Revolving Credit Commitment IncreaseAmount of an existing Lender;
(b) no After giving effect to any such addition of a new Lender and/or increase in the Revolving Credit Commitment Increase may Amount of an existing Lender, the Revolving Credit Aggregate Commitment shall not be in an amount less greater than $10,000,000US$60,000,000;
(c) no The Agent, Issuing Lender and Swing Line Lender shall have consented, acting reasonably, to the identity and allocation of any such new Lender or to the allocation to any existing Lender shall be obligated resulting in an increased Revolving Credit Commitment Amount to increase its Revolving Commitment in connection with any Commitment Increasesuch Lender;
(d) the proposed Commitment Increase shall have been consented Any fees or other compensation payable to in writing by each existing a new Lender (if anyincluding facility or upfront fees) who is increasing its Revolving Commitment and/or each shall not be greater (in absolute terms or as a percentage) than the equivalent fees or other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed compensation paid to become a Lender the existing Lenders in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”)connection with their Commitments;
(e) The Borrower shall have delivered to the proposed Agent:
(i) A certificate signed by a Responsible Person on behalf of the Borrower, effective as of the date of the increase in the Revolving Credit Aggregate Commitment Increaseas contemplated herein, together with confirming and certifying (A) the accuracy of the statement in (a) above, (B) the resolutions of the Credit Parties and all other authorizations necessary to authorize the increase in the Revolving Credit Aggregate Commitment in the manner contemplated herein and the execution, delivery and performance by the Credit Parties of all Loan Documents required to give effect to same and the transactions contemplated thereby, and (C) no Governmental Approvals or other consents, approvals or authorizations of any prior other Person are required for such increase in the Revolving Credit Aggregate Commitment Increase, shall not exceed the Commitment Increase Cap(except as have been obtained and are in full force and effect); and
(fii) Such Loan Documents as the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increasemay reasonably require to give effect to the increase in the Revolving Credit Aggregate Commitment, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence a legal opinion of corporate authorization on counsel for the part of Credit Parties satisfactory to the Loan Parties Agent with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents any Loan Document executed in connection with such the increase in the Revolving Credit Aggregate Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons any Loan Documents executed in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetherewith. For greater certainty, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed that becomes a party to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata this Agreement in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date this Section 2.2 shall be a “Lender” under this Agreement and shall have all of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, rights and obligations of a “Lender” under this Agreement and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase)other Loan Documents.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Dragonwave Inc), Revolving Credit Agreement (Dragonwave Inc)
Commitment Increase. From time (a) If the conditions set forth in Section 4.04 shall have been previously satisfied or waived, the Borrower may, at any time, but in any event not more than once per calendar quarter, prior to time after the Closing Maturity Date, by notice to the Revolving Commitments may be increased (but in no event in excess of $50,000,000 Administrative Agent in the aggregate for all such increases) form attached hereto as Exhibit E (the each a “Commitment Increase CapNotice”) such ), request that the aggregate Revolving amount of the Commitments shall be increased by an amount of at no time exceed least $450,000,000 10,000,000 or an integral multiple of $5,000,000 in excess thereof (any such increase, each a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower be effective as of a proposed date that is at least 90 days prior to the scheduled Maturity Date then in effect (each an “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $1,000,000,000; and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 4.03 shall have been satisfied. The Borrower may extend offers to one or more Lenders and/or to one or more third-party financial institutions reasonably acceptable to the Administrative Agent if to participate in a requested Commitment Increase under this Section 2.15(a); provided, however, that the Commitment of each such third-party financial institution shall be in an amount of the following conditions have been met:
(a) no Default $10,000,000 or Event an integral multiple of Default shall exist $5,000,000 in excess thereof. Any Lender that has received such an offer may accept or would result from decline such Commitment Increase;offer in such Lender’s sole and absolute discretion.
(b) no On each Increase Date, each third-party financial institution that accepts an offer to participate in a requested Commitment Increase may be in accordance with Section 2.15(a) (each such financial institution, an amount less than $10,000,000;
(c“Assuming Lender”) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender party to this Agreement as of such Increase Date with a Commitment in respect the amount of all or its participation in such Commitment Increase, and the Commitment of each Lender that accepts an offer to participate in a portion of the requested Commitment Increase (each such Lender, a an “New Increasing Lender”);
(e) shall be increased by the proposed amount of its participation in such Commitment Increase; provided, together with any prior Commitment Increasehowever, shall not exceed the Commitment Increase Cap; and
(f) that the Administrative Agent shall have received on or before such Increase Date the following:
(i) certified copies of resolutions of the board of directors of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement and an agreement setting forth such Commitment Increaseopinion of counsel for the Borrower (which may be in-house counsel), together with Lender Addendums and promissory notes with respect theretoin each case, reasonably satisfactory to the Administrative Agent;
(ii) evidence of corporate authorization on an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the part of Borrower and the Loan Parties with respect to Administrative Agent (each an “Assumption Agreement”), duly executed by such Commitment IncreaseAssuming Lender, the Administrative Agent and the Borrower; and
(iii) opinions confirmation from each Increasing Lender of counsel with respect to such the increase in the amount of its Commitment Increase, (iv) amendments in a writing reasonably satisfactory to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment the Administrative Agent. On each Increase and (vi) evidence of the satisfaction Date, upon fulfillment of the conditions set forth in clauses (athe immediately preceding sentence of this Section 2.15(b) through (d) above and in connection with such Commitment IncreaseSection 4.03, in each case as the Administrative Agent may reasonably request. Each of shall notify the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenderseach Assuming Lender) shall make payments to the Administrative Agent, and the Administrative Agent agreesBorrower, upon receipt on or before 1:00 p.m., New York City time, by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.
(c) On the Increase Date, if any Loans are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 9.04) prepay Loans of all such payments, to disburse such amounts to or certain of the Lenders so that such that, after giving effect thereto thereto, the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders), pro rata ) ratably in accordance with the Pro Rate Percentages hereunder (their respective Applicable Percentage after giving effect to the applicable such Commitment Increase). On and after each Increase Date, the Applicable Percentage of each Lender’s participation in Loans shall be calculated after giving effect to each such Commitment Increase.
Appears in 2 contracts
Sources: Five Year Senior Unsecured Revolving Credit Agreement (ADT Corp), Five Year Senior Unsecured Revolving Credit Agreement (Tyco International LTD)
Commitment Increase. From time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(a) no Default or Event Each Increasing Lender hereby agrees to increase the amount of Default shall exist or would result from such its Revolving Commitment Increase;under the Credit Agreement by the amount shown as its “Revolving Commitment” on Annex A attached hereto.
(b) no Each Increasing Lender acknowledges and agrees that the respective Revolving Commitments of such Increasing Lender and the other Lenders under the Credit Agreement are several and not joint commitments and obligations of such Lenders. Each Lender further acknowledges and agrees that Schedule 1 hereto sets forth for such Lender its Revolving Commitment Increase may be in an amount less than $10,000,000;under the Credit Agreement immediately after giving effect to this Amendment.
(c) no existing Lender Upon this Amendment becoming effective (x) with respect to the Revolving Loans outstanding under the Credit Agreement immediately prior to this Amendment becoming effective, the Increasing Lenders that are providing Commitment Increases and purchasing and assuming Assigned Interests such that after giving effect to this Amendment their ratable portion of the Revolving Commitments shall be obligated less than their ratable portions immediately prior to increase this Amendment (the “Non-Pro Rata Increasing Lenders”) shall assign to each Increasing Lender that is providing a Commitment Increase and purchasing and assuming Assigned Interests such that after giving effect to this Amendment its ratable portion of the Revolving Commitment Commitments shall be greater than its ratable portion immediately prior to this Amendment (the “Incremental Increasing Lenders”), and each of the Incremental Increasing Lenders shall purchase from the Non-Pro Rata Increasing Lenders, at the principal amount thereof (together with accrued interest), such outstanding Revolving Loans as shall be necessary in connection with any Commitment Increase;order that after giving effect to all such assignments and purchases, the Lenders shall hold such Revolving Loans ratably in proportion to their respective Revolving Commitments, as set forth on Schedule 1 after giving effect to this Amendment and (y) the amount of the participations held by each Lender in each Letter of Credit and each Swingline Loan then outstanding shall be adjusted automatically such that, after giving effect to such adjustments, the Lenders shall hold participations in each such Letter of Credit and Swingline Loan in proportion to their respective Revolving Commitments as set forth on Schedule 1 after giving effect to this Amendment.
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such LenderImmediately after this Amendment becomes effective, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may certain assignments will be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to made among the Lenders so that after giving effect thereto the final allocations of Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (Commitments of each Lender after giving effect to the applicable Commitment Increase)such assignments will be as set forth on Schedule 1 to this Amendment.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement, Revolving Credit and Term Loan Agreement (Bristow Group Inc)
Commitment Increase. From time By executing and delivering this Agreement, the Additional Lender hereby becomes a party to time the Credit Agreement as a Lender thereunder with the same force and effect as if originally named therein as a Lender and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Lender thereunder. The Administrative Agent hereby approves the Additional Lender as an Eligible Assignee. The Additional Lender hereby extends to the Borrower, subject to and on the terms and conditions set forth in the Credit Agreement, a Revolver Commitment in the amount of $20,000,000, from and after the Closing DateEffective Date of this Agreement, and agrees to perform in accordance with the Revolving Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for terms thereof all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender thereunder. The Additional Lender represents and warrants that (ai) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated it has full power and authority, and has taken all action necessary, to increase its Revolving Commitment in connection with any Commitment Increase;
(d) execute and deliver this Agreement and to consummate the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) transactions contemplated hereby and that has agreed to become a Lender in respect of all or a portion of under the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretoCredit Agreement, (ii) evidence from and after the Effective Date of corporate authorization on this Agreement, it shall be bound by the part provisions of the Loan Parties with respect to such Commitment IncreaseCredit Agreement as a Lender thereunder and shall have and perform all of the obligations of a Lender thereunder, and (iii) opinions it has received a copy of counsel the Credit Agreement, together with respect copies of the most recent financial statements of the Borrower delivered pursuant to Section 5.01 of the Credit Agreement, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to extend the Revolver Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed Borrower pursuant to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence the terms of the satisfaction Credit Agreement, on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender. The Additional Lender agrees that it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions and analysis in taking or not taking action under the Credit Agreement or any other Loan Documents. Cadence Bank hereby extends to the Borrower, subject to and on the terms and conditions set forth in clauses (a) through (d) above the Credit Agreement, a Revolver Commitment in connection with such Commitment Increasethe amount of $22,500,000, in each case as from and after the Administrative Agent may reasonably request. Each Effective Date of the Borrowerthis Agreement, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata perform in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date terms thereof all of the applicable obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender thereunder. The Required Lenders hereby waive the requirement set forth in Section 2.14(d)(i)(F) for a legal opinion in connection with the Commitment Increase contemplated by this Agreement. The Required Lenders hereby waiver the requirement set forth in Section 2.14(a) for a ten (10) days notice period in connection with the Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase).
Appears in 2 contracts
Sources: Supplement and Joinder Agreement, Supplement and Joinder Agreement (Main Street Capital CORP)
Commitment Increase. From time to time after (a) Each Person listed on Schedule 1 hereto (collectively, the Closing “Increasing Lenders”) agrees that, on and as of the Amendment Effective Date, the Revolving Commitments may Commitment of such Increasing Lender shall increase by (or, if such Person is not an Existing Lender, such Increasing Lender shall extend a Commitment equal to) the amount set forth opposite its name on Schedule 1. For the avoidance of doubt, on the Amendment Effective Date, the Pro Rata Shares of all the Lenders shall automatically be increased (but in no event in excess adjusted to give effect to the provisions of $50,000,000 this Section 1(a). The parties hereto acknowledge and agree that, for the purposes of the limit on the amount of increases in the aggregate for all such increases) (the “Aggregate Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each permitted under Section 2.15 of the following conditions have been met:
(a) Credit Agreement, after the Amendment Effective Date, unless otherwise agreed in accordance with the Credit Agreement, the Borrower may no Default or Event of Default shall exist or would result from such longer request an increase in the Aggregate Commitment Increase;thereunder.
(b) no Commitment Increase may be in an amount less than $10,000,000;To the extent its approval is required under Section 2.15 of the Revolving Credit Agreement, each of the Administrative Agent, the L/C Issuers and the Swing Line Lenders hereby approves the identity of the Increasing Lenders. [[5255041]]
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Each Lender (if any) who is increasing its Revolving Commitment and/or including each other institution (if any) that constitutes a permitted assignee under Section 11.04(bIncreasing Lender) and that has agreed to become a Lender in respect of all or a portion each L/C Issuer party hereto acknowledges and agrees that, on and as of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with Amendment Effective Date and without any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization further action on the part of the Loan Parties with respect to such Commitment Increaseapplicable L/C Issuer or the Lenders, all participations in Letters of Credit issued and outstanding on the Amendment Effective Date (iiithe “Existing Letters of Credit”) opinions shall be reallocated among the Lenders on the basis of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence their Pro Rata Shares of the satisfaction Outstanding Amount of the conditions set forth in clauses (a) through (d) above in connection with such Commitment IncreaseL/C Obligations, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After calculated after giving effect to any Commitment Increasethe transactions contemplated by Section 1(a) hereof, it may be the case that the outstanding Revolving Loans are not held pro rata and that, in accordance with the new Revolving Commitments. In order to remedy furtherance of the foregoing, on the effective date Amendment Effective Date each L/C Issuer shall be deemed to have granted to each Lender, and each Lender shall be deemed to have acquired from each L/C Issuer, a participation in each Existing Letter of Credit issued by such L/C Issuer equal to such Lender’s Pro Rata Share of the applicable Commitment IncreaseOutstanding Amount of the L/C Obligations in respect thereof, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (calculated after giving effect to the applicable Commitment Increasetransactions contemplated by this Section 1(a). Such participation shall be governed by the terms of Section 2.03 of the Revolving Credit Agreement, as amended hereby.
Appears in 1 contract
Sources: Incremental Facility and Amendment Agreement (Noble Midstream Partners LP)
Commitment Increase. From time Borrower may, by written notice to time after the Closing DateAgent Bank and the Lenders, increase the Revolving Commitments may be increased Aggregate Commitment by up to an additional Thirty Million Dollars (but in no event in excess of $50,000,000 in the aggregate for all such increases30,000,000.00) (the “actual amount of such -27- increase to the Aggregate Commitment Increase Cap”) such that being herein referred to as the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “"Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
"); provided that (ai) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) has occurred and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretoremain continuing, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment IncreaseSecond Anniversary Date has not then occurred, (iii) opinions the obligation to fund the Commitment Increase is assumed by a Lender or Lenders then party to this Credit Agreement or (after having first offered the Commitment Increase to the Lenders then party to the Credit Agreement) by a Person or Persons that are Eligible Assignees, in each case acceptable to Borrower and, in the latter case, reasonably acceptable to the Agent Bank, and in each instance evidenced in writing by execution of counsel with respect an Assumption and Consent Agreement in the form of Exhibit L attached hereto, executed by each such assuming Lender or Eligible Assignee, Agent Bank and Borrower, provided that no Lender shall have any obligation to such Commitment Increaseincrease its Syndication Interest in effect as of the Closing Date, (iv) amendments each such assuming Lender or Eligible Assignee concurrently purchases a Pro Rata Share of the Funded Outstandings from the Lenders party to the Security Documents in connection with Credit Agreement (and each Lender hereby agrees to sell the appropriate proportion of its Pro Rata Share at par value to such Commitment Increase, (vassuming Lender or Eligible Assignee) on behalf that is equivalent to the increased new Pro Rata Share of each existing such assuming Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (or Eligible Assignee after giving effect to the applicable Commitment Increase and such Lender's Syndication Interest in the Aggregate Commitment, (v) Borrower pays Agent Bank any amount owing under Section 2.07(c) and any fees owing to the Agent Bank or to the assuming Lenders or Eligible Assignees committing to fund the Commitment Increase based upon negotiations made in connection with the funding of the Commitment Increase), (vi) the Commitment Increase shall not increase the Pro Rata Share of the Aggregate Commitment and the Pro Rata Share of the amount of the Funded Outstandings held by any other Lender absent the express written consent of that Lender, (vii) the Commitment Increase shall be made on a one- time basis only, and (viii) the Commitment Increase shall not be available for advance by Lenders until each condition precedent set forth in Sections 3.24 through 3.31 of Article III C shall have occurred and been fully satisfied. Giving effect to the Commitment Increase and purchase of Pro Rata Shares of the Funded Outstandings, adjustments shall be made to the Pro Rata Shares of the Lenders in the Aggregate Commitment and the Pro Rata Shares of Funded Outstandings such that the Pro Rata Shares of each Lender in the Aggregate Commitment shall be identical to its Pro Rata Share of the Funded Outstandings. The Agent Bank shall promptly thereafter prepare and circulate to Borrower and the Banks a revised Schedule of Lenders' Proportions in Credit Facility reflecting such increased Aggregate Commitment and the revised Pro Rata Shares of the Lenders in the Credit Facility, and such revised Schedule of Lenders' Proportions in Credit Facility shall supersede and replace the then existing Schedule of Lenders' Proportions in Credit Facility.
Appears in 1 contract
Commitment Increase. From time (a) Subject to time after the Closing Dateterms and conditions set forth herein, the Revolving Commitments may be increased (Borrower shall have the right, without the consent of the Lenders, to cause, but in no event in excess of $50,000,000 not more than five times, an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of a proposed Commitment Increase this Agreement one or more additional lenders that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent if and each of the following conditions have been met:
Issuing Bank (anot to be unreasonably withheld, delayed or conditioned) (each, a “CI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments; provided that (i) no Default or Event of Default shall exist or would result from have occurred and be continuing as of the relevant Commitment Increase Effective Date, (ii) no such Commitment Increase;Increase shall be less than $50,000,000, (iii) (A) prior to the Investment Grade Covenants Date and the release of all Liens on Collateral securing any Obligations, the aggregate amount of all such Commitment Increases shall not exceed $250,000,000, and (B) from and after the Investment Grade Covenants Date, provided that the all Liens on Collateral securing any Obligations have been released in accordance with the terms of this Agreement and the other Loan Documents, the aggregate amount of all such Commitment Increases (inclusive of any prior Commitment Increases pursuant to the foregoing clause (A)) shall not exceed $1,000,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion), (v) if, on the effective date of such increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.15 in connection with the reallocation of such outstanding Loans and (vi) prior to the Investment Grade Covenants Date and the release of all Liens on Collateral securing any Obligations, no Commitment Increase shall be permitted to the extent that, after giving effect thereto, the Borrower would be required to grant Liens to secure its obligations under any Existing Notes or any Permitted Refinancing Indebtedness in respect thereof.
(b) no The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto of its intention to increase the Commitments pursuant to this Section 2.02. Each such Notice of Commitment Increase may be in an amount less than $10,000,000;
shall specify (c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(di) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect effective date of all or a portion of the such Commitment Increase (each such Lenderdate, a “New LenderCommitment Increase Effective Date”);
(e) , which date shall be no earlier than five Business Days after receipt by the proposed Administrative Agent of such Notice of Commitment Increase, together with any prior (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, shall the aggregate amount of all Commitment Increases does not exceed the amount set forth in subsection (a)(iii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Cap; andEffective Date (as defined below).
(fc) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) each existing Lender that has agreed to increase its Commitment shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such Lender’s New Funds Amount, which amount, for each such Lender, shall constitute Loans made by such Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (iii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.10(a), ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iv) the Borrower shall be responsible to pay to each Lender any breakage fees or costs that are payable pursuant to Section 2.15 in connection with the reallocation of any outstanding Loans; provided that, notwithstanding the foregoing, no Letter of Credit may expire beyond the close of business on the date that is five Business Days prior to the earliest Maturity Date applicable to any Lender, unless the amount of such Letter of Credit on the date of issuance, renewal or extension, as applicable, together with the outstanding LC Exposure at such time, is less than or equal to the total Commitments of all Lenders having a later Maturity Date.
(d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have received the following meanings: (i) an agreement setting forth such “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, or a CI Lender’s Commitment (iias applicable) evidence of corporate authorization on the part represented as a percentage of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving aggregate Commitments in connection with such proposed Commitment Increase. After after giving effect to any Commitment Increase, it may be times the case that aggregate principal amount of the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order immediately prior to remedy the foregoing, on the effective date of the applicable giving effect to such Commitment Increase, if any, as of any Commitment Increase Effective Date (without regard to any increase in the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt aggregate principal amount of all such payments, to disburse such amounts to the Lenders so that Loans as a result of borrowings made after giving effect thereto to such Commitment Increase on such Commitment Increase Effective Date); (ii) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to any Commitment Increase that does not increase its respective Commitment as a result of such Commitment Increase and whose relative percentage of the Revolving Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans will be held by decrease as of any Commitment Increase Effective Date (without regard to the Revolving Lenders (including, without limitation, effect of any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (borrowings made on such Commitment Increase Effective Date after giving effect to the applicable Commitment IncreaseIncrease occurring on such Commitment Increase Effective Date).
Appears in 1 contract
Sources: Credit Agreement (Tesoro Corp /New/)
Commitment Increase. From time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 350,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase).
Appears in 1 contract
Commitment Increase. From (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Lenders but with the prior approval of the Administrative Agent, to cause from time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of this Agreement one or more additional financial institutions that is not already a proposed Commitment Increase Lender hereunder and that is reasonably satisfactory to the Administrative Agent if or by allowing one or more existing Lenders to increase their respective Commitments (each of the following conditions have been met:
a “CI Lender”); provided, however that (a) no Default or i)no Event of Default shall exist or would result from have occurred which is continuing, (ii)no such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented cause the Commitments under this Agreement to in writing by each existing Lender exceed $1,750,000,000, (if any) who is increasing its Revolving iii)no Lender’s Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each shall be increased without such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any ’s prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increasewritten consent, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoingif, on the effective date of such increase, any Loans have been funded, then the applicable Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (v) each CI Lender shall execute a joinder agreement in the form of Exhibit E attached hereto (a “Joinder Agreement”).
(b) Any Commitment Increase shall be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto and shall be approved by the Administrative Agent, such consent to not be unreasonably withheld. Each such Notice of Commitment Increase shall specify the proposed effective date of such Commitment Increase, which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, the Revolving Lenders amount of the requested Commitment Increase (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so provided that after giving effect thereto to such requested Commitment Increase, the Revolving Loans will aggregate amount of the Commitments does not exceed the amount set forth in subsection (a)(ii) above), the identity of each CI Lender, and the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Effective Date (as defined below). The Administrative Agent shall review each Notice of Commitment Increase and shall notify the Borrower whether or not the Administrative Agent consents to the proposed Commitment Increase. If the Administrative Agent consents to such Commitment Increase (such consent not to be held unreasonably withheld), the Administrative Agent shall execute a counterpart of the Notice of Commitment Increase and such Commitment Increase shall be effective on the proposed effective date set forth in the Notice of Commitment Increase (if the Administrative Agent consented to such Commitment Increase prior to such proposed date) or on another date agreed to by the Revolving Lenders Administrative Agent and the Borrower (includingsuch date referred to as the “Commitment Increase Effective Date”).
(c) On each Commitment Increase Effective Date, without limitationto the extent that there are Loans outstanding as of such date, any new Lenders)each CI Lender shall, pro rata by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.11, ratably in accordance with the Pro Rate Percentages hereunder respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans.
(d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: “New Funds Amount” means the amount equal to the product of a CI Lender’s increased Commitment or a CI Lender’s new Commitment (as applicable) represented as a percentage of the aggregate Commitments after giving effect to the applicable Commitment Increase, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date); “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Commitment Increase that does not increase its respective Commitment as a result of the Commitment Increase and whose relative percentage of the Commitments shall be reduced after giving effect to such Commitment Increase; and “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of a Commitment Increase Effective Date (without regard to the effect of any borrowings made on such Commitment Increase Effective Date after giving effect to the Commitment Increase).
Appears in 1 contract
Commitment Increase. From (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Lenders but with the prior approval of the Administrative Agent (not to be unreasonably withheld or delayed), to cause from time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of this Agreement one or more additional financial institutions that is not already a proposed Commitment Increase Lender hereunder and that is reasonably satisfactory to the Administrative Agent if (each of the following conditions have been met:
a “CI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments; provided, however that (ai) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who occurred which is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretocontinuing, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to no such Commitment IncreaseIncrease shall cause the Commitments under this Agreement to exceed $1,000,000,000, (iii) opinions of counsel with respect to no Lender’s Commitment shall be increased without such Commitment Increase, Lender’s prior written consent and (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoingif, on the effective date of such increase, any Loans have been funded, then the applicable Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans.
(b) Any Commitment Increase shall be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto and shall be approved by the Administrative Agent, such consent to not be unreasonably withheld. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase, which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the Revolving aggregate amount of the Commitments does not exceed the amount set forth in subsection (a)(ii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Effective Date (includingas defined below). The Administrative Agent shall review each Notice of Commitment Increase and shall notify the Borrower whether or not the Administrative Agent consents to the proposed Commitment Increase. If the Administrative Agent consents to such Commitment Increase (such consent not to be unreasonably withheld), without limitationthe Administrative Agent shall execute a counterpart of the Notice of Commitment Increase and such Commitment Increase shall be effective on the proposed effective date set forth in the Notice of Commitment Increase (if the Administrative Agent consented to such Commitment Increase prior to such proposed date) or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”).
(c) On each Commitment Increase Effective Date, any new Lendersto the extent that there are Loans outstanding as of such date, (i) shall make payments each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative AgentAgent such CI Lender’s New Funds Amount, and which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Administrative Agent agreesshall, upon receipt by wire transfer of all immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such paymentsReducing Percentage Lender, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held shall constitute a prepayment by the Revolving Lenders (includingBorrower pursuant to Section 2.11, without limitation, any new Lenders), pro rata ratably in accordance with the Pro Rate Percentages hereunder respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans.
(d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the aggregate Commitments after giving effect to the applicable Commitment Increase, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date); (ii) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Commitment Increase that does not increase its respective Commitment as a result of the Commitment Increase and whose relative percentage of the Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of a Commitment Increase Effective Date (without regard to the effect of any borrowings made on such Commitment Increase Effective Date after giving effect to the Commitment Increase).
Appears in 1 contract
Commitment Increase. From (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Lenders but with the prior approval of the Administrative Agent and each Issuing Bank, to cause from time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of this Agreement one or more additional financial institutions that is not already a proposed Commitment Increase Lender hereunder and that is reasonably satisfactory to the Administrative Agent if or by allowing one or more existing Lenders to increase their respective Commitments (each of the following conditions have been met:
a “CI Lender”); provided, however that (ai) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who occurred which is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretocontinuing, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to no such Commitment IncreaseIncrease shall cause the Commitments under this Agreement to exceed $1,650,000,000, (iii) opinions of counsel with respect to no Lender’s Commitment shall be increased without such Commitment IncreaseLender’s prior written consent, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoingif, on the effective date of such increase, any Loans have been funded or any LC Exposure exists, then (a) the Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, (b) all conditions to the obligation of any Lender to make a Loan on such date shall have been satisfied, (c) all Loans and participations in the LC Exposure (including participations retained by the applicable Issuing Banks in their capacity as Lenders) shall be fully reallocated on a prorata basis among, and such reallocation shall be agreed to and accepted by, all Lenders (such prorata reallocation to be determined immediately after such increase) and (d) the Borrower shall pay all accrued and unpaid interest on all amounts reallocated to a CI Lender, and (v) each CI Lender that is not already a Lender hereunder shall execute a joinder agreement in the form of Exhibit F attached hereto (a “Joinder Agreement”).
(b) Any Commitment Increase shall be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto and shall be approved by the Administrative Agent, such consent to not be unreasonably withheld. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase, which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the Revolving aggregate amount of the Commitments does not exceed the amount set forth in subsection (a)(ii) above), (iii) the identity of each CI Lender, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Effective Date (includingas defined below). The Administrative Agent shall review each Notice of Commitment Increase and shall notify the Borrower whether or not the Administrative Agent consents to the proposed Commitment Increase. If the Administrative Agent consents to such Commitment Increase (such consent not to be unreasonably withheld) and if each Issuing Bank approves such Commitment Increase, without limitationthe Administrative Agent shall execute a counterpart of the Notice of Commitment Increase and such Commitment Increase shall be effective on the proposed effective date set forth in the Notice of Commitment Increase (if the Administrative Agent consented to such Commitment Increase prior to such proposed date) or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”).
(c) On each Commitment Increase Effective Date, any new Lendersto the extent that there are Loans outstanding as of such date, (i) shall make payments each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative AgentAgent such CI Lender’s New Funds Amount, and which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Administrative Agent agreesshall, upon receipt by wire transfer of all immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such paymentsReducing Percentage Lender, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held shall constitute a prepayment by the Revolving Lenders (includingBorrower pursuant to Section 2.10, without limitation, any new Lenders), pro rata ratably in accordance with the Pro Rate Percentages hereunder respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans.
(d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to (x) a CI Lender’s increase in Commitment or a CI Lender’s new Commitment (as applicable) times (y) the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the applicable Commitment Increase on such Commitment Increase Effective Date) divided by (z) the aggregate Commitments after giving effect to the Commitment Increase); (ii) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Commitment Increase whose relative percentage of the Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means, with respect to any Reducing Percentage Lender, the amount equal to (x) the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date) times (y) the amount (expressed as a decimal) by which such Reducing Percentage Lender’s Applicable Percentage immediately prior to such increase exceeds such Reducing Percentage Lender’s Applicable Percentage after giving effect to the Commitment Increase.
Appears in 1 contract
Commitment Increase. From (a) Subject to the terms and conditions set forth herein, the Company shall have the right from time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 to cause an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at by adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are satisfactory to the option Administrative Agent, each Issuing Bank and the Swingline Lender (each, a “New Lender”) or by allowing one or more existing Lenders to increase their respective Commitments; provided that (i) both before and immediately after giving effect to such Commitment Increase, no Default or Event of Borrower Default shall have occurred and be continuing as of the effective date of such Commitment Increase (such date, the “Commitment Increase Date”), (ii) no such Commitment Increase shall be in an amount less than $10,000,000 (unless the total Commitments then in effect is greater than $1,990,000,000), (iii) after giving effect to such Commitment Increase, the total Commitments shall not exceed $2,000,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion) and (v) the identity of each New Lender and any increase in the Commitment of an existing Lender pursuant to delivery any Commitment Increase is subject to the prior written consent of the Administrative Agent, each Issuing Bank and the Swingline Lender (such consent not to be unreasonably withheld or delayed).
(b) The Company shall provide the Administrative Agent with written notice from Borrower (a “Notice of a Commitment Increase”) of its intention to increase the Commitments pursuant to this Section 2.19. Each such Notice of Commitment Increase shall specify (i) the proposed Commitment Increase Date, which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase, (iii) as applicable, the identity of each New Lender and/or Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the New Lenders from and after the Commitment Increase Date.
(c) On any Commitment Increase Date, the Lenders shall purchase and assume (without recourse or warranty) from the Lenders (i) Revolving Loans, to the extent that there are any Revolving Loans then outstanding, and (ii) undivided participation interests in any outstanding LC Exposure and Swingline Exposure, in each case, to the extent necessary to ensure that after giving effect to the Commitment Increase, each Lender has outstanding Revolving Loans and participation interests in outstanding LC Exposure and Swingline Exposure equal to its Applicable Percentage of the Commitments. Each Lender shall make any payment required to be made by it pursuant to the preceding sentence via wire transfer to the Administrative Agent if on the Commitment Increase Date. Each existing Lender shall be automatically deemed to have assigned any outstanding Revolving Loans on the Commitment Increase Date and the existing Lenders, each New Lender and the Borrowers each agree to take any further steps reasonably requested by the Administrative Agent, in each case to the extent deemed necessary by the Administrative Agent to effectuate the provisions of the following conditions preceding sentences, including, without limitation, the execution and delivery of one or more joinder or similar agreements. If, on such Commitment Increase Date, any Revolving Loans that are Eurodollar Loans have been met:funded, then the Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.15 in connection with the reallocation of such outstanding Revolving Loans to effectuate the provisions of this paragraph.
(ad) Each Commitment Increase shall become effective on its Commitment Increase Date and upon such effectiveness: (i) the Administrative Agent shall record in the register each then New Lender’s information as provided in the applicable Notice of Commitment Increase and pursuant to an Administrative Questionnaire that shall be executed and delivered by each New Lender to the Administrative Agent on or before such Commitment Increase Date, (ii) Schedule 2.01 shall be amended and restated to set forth all Lenders (including any New Lenders) that will be Lenders hereunder after giving effect to such Commitment Increase (which amended and restated Schedule 2.01 shall be set forth in Annex I to the applicable Notice of Commitment Increase) and the Administrative Agent shall distribute to each Lender (including each New Lender) a copy of such amended and restated Schedule 2.01, and (iii) each New Lender identified on the Notice of Commitment Increase for such Commitment Increase shall be a “Lender” for all purposes under this Agreement.
(e) As a condition precedent to any Commitment Increase, the Company shall deliver to the Administrative Agent (i) a certificate of a Responsible Officer of the Borrowers dated as of the Commitment Increase Date certifying and attaching the resolutions adopted by the Borrowers approving or consenting to such Commitment Increase and certifying that, before and after giving effect to such Commitment Increase, (A) the representations and warranties contained in this Agreement made by the Borrowers are true and correct on and as of the Commitment Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date and (B) no Default or Event of Default shall exists or will exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion as of the Commitment Increase Date, and (each such Lenderii) any legal opinions, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) certificates and/or other documents reasonably requested by the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such the Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase).
Appears in 1 contract
Sources: 5 Year Revolving Credit Agreement (Murphy Oil Corp /De)
Commitment Increase. From time The parties hereto understand that ------------------- the Borrower may seek one or more financial institutions to time after the Closing Date, the Revolving take a Commitment or Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) amount of $20,000,000 (the “"Commitment Increase"). ------------------- The Commitment Increase Cap”may be taken by any existing Bank hereunder by increasing the Commitment of such existing Bank (each an "Increasing Bank") such that or --------------- by a new Bank added as a party hereto (each an "Additional Bank"), subject to --------------- the aggregate Revolving Commitments shall at no conditions hereinafter specified. For purposes of the foregoing, Agent may, from time exceed $450,000,000 to time, (any such increasei) admit Additional Banks hereunder, a “Commitment Increase”or (ii) at the option request of Borrower pursuant to delivery any Increasing Bank, increase the Commitment of written notice from Borrower of a proposed Commitment Increase such Increasing Bank, subject to the Administrative Agent if each of the following conditions have been metconditions:
(a) no Default or Event of Default each Additional Bank shall exist or would result from such Commitment Increasebe an Eligible Assignee;
(b) no Commitment Increase may be in an amount less than $10,000,000Borrower shall execute (i) a new Revolving Credit Note payable to the order of each Additional Bank, or (ii) a replacement Revolving Credit Note payable to the order of each Increasing Bank;
(c) no existing Lender Borrower and Agent shall be obligated execute appropriate documentation to increase its Revolving Commitment in connection with any Commitment Increaseadd each Additional Bank as a party to this Agreement, whereupon such Additional Bank shall have all of the rights and obligations of a Bank hereunder and under the other Loan Documents;
(d) Each Additional Bank and each Increasing Bank shall pay to the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion Agent for the account of the other Banks an amount equal to its Percentage Commitment Increase (each of outstanding Advances, and such Lenderamount so paid shall constitute an Advance by such Additional Bank or Increasing Bank under its Note and a payment of principal to the other Banks under their respective Notes, a “New Lender”)and the outstanding principal balances of the respective Notes shall be increased or reduced accordingly;
(e) After giving effect to the proposed admission of any Additional Bank or the increase in the Commitment Increaseof any Increasing Bank, together with any prior the Total Commitment Increase, Amount shall not exceed the Commitment Increase Cap$135,000,000; and
(f) No admission of any Additional Bank shall increase the Administrative Agent shall have received Commitment of any existing Bank. Upon and as of the date of the addition of any Additional Bank to the Agreement or the increase of the Commitment of any Increasing Bank, (i) an agreement setting forth the Commitments of the other Banks shall remain unchanged, and the respective Commitment Percentages and pro rata shares of such Commitment IncreaseBanks shall be adjusted accordingly, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part each of the Loan Parties with respect other Banks shall be deemed to have sold and transferred to such Additional Bank or such Increasing Bank, as the case may be, and such Additional Bank or Increasing Bank shall be deemed irrevocably and unconditionally to have purchased and received from each such other Banks (on a pro rata basis, based on such other Banks' respective Commitment IncreasePercentages, (iiias adjusted in accordance with this Section) opinions a portion of counsel with respect such other Banks' participation shares under Section 3.3 in all Letters of Credit outstanding on ----------- such date and related rights, in an aggregate amount equal to such Additional Bank's or such Increasing Bank's Commitment Increase, (iv) amendments to Percentage of such outstanding Letters of Credit. The addition of any Additional Bank or the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence increase of the Commitment of an Increasing Bank and the effects thereof as described in this Section shall occur automatically upon satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasespecified above, in each case as without the Administrative Agent may reasonably requestnecessity for further documentation to be executed by the other Banks. Each None of the BorrowerAgent, Lenders the Syndication Agent, the Documentation Agent, Chase, CBT or any other Bank or any of their respective Affiliates shall have any obligation to find or arrange for any Additional Bank, and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 no Bank shall not require the consent of have any Lender other than those Lenders, if any, which have agreed obligation to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase)its Commitment.
Appears in 1 contract
Sources: Credit Agreement (Cellstar Corp)
Commitment Increase. From (a) Borrower may, at any time and from time to time after the Closing Datetime, the Revolving Commitments may be increased by notice to Agent, request an increase (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at in the option Committed Amount from One Hundred Thirty Five Million Dollars ($135,000,000) up to a maximum amount of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
One Hundred Seventy-Five Million Dollars (a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase $175,000,000). The Committed Amount may be in an amount less than $10,000,000;
so increased either by (ci) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
admitting additional Lenders hereunder (d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lendereach, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, or (ii) evidence increasing the Commitment and Commitment Percentage of corporate authorization on any existing Lender (each, an “Increasing Lender”), provided that (A) each Commitment Increase shall be in an amount not less than Five Million Dollars ($5,000,000), (B) the part aggregate Commitment Increase does not exceed Forty Million Dollars ($40,000,000), (C) any Commitment Increase is subject to satisfaction of the Loan Parties with respect conditions set forth in subparagraph (b) hereof and (D) no Lender shall be under any obligation to such increase its Committed Amount or Commitment Percentage, and each Lender may decline to do so in its sole and absolute discretion.
(b) As conditions to a Commitment Increase, (i) each New Lender shall have delivered a Joinder Agreement in the form of Exhibit D attached hereto and the Agent shall have executed, acknowledged and agreed to same; (ii) if requested by a New Lender, Borrower shall have executed and delivered to Agent the applicable Line Note payable to the order of such New Lender; and (iii) opinions of counsel with respect to the Credit Parties and each New Lender shall have otherwise executed and delivered such Commitment Increase, (iv) amendments to other instruments and documents as the Security Documents Agent shall have reasonably requested in connection with such Commitment Increase, (v) on behalf including opinions of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed counsel to by Borrower the Credit Parties. The form and payable to such Persons in connection with such Commitment Increase and (vi) evidence substance of the satisfaction documents required under this subparagraph shall be fully acceptable to the Agent in its discretion. The Agent shall promptly provide written notice to all Lenders of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase.
(c) After the admission of any New Lender or increase in the Commitment of any Increasing Lender, it may be Agent shall promptly provide to each Lender a new Schedule A to the case Loan Agreement (and each Lender acknowledges that the outstanding Revolving Loans are not held pro rata its Commitment Percentage under such Schedule will change in accordance with its pro rata share of the new Revolving Commitmentsincreased Commitment Amount). In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, event that there are any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (outstanding after giving effect to the applicable a Commitment Increase), upon notice from Agent to each Lender, the amount of such Loans owing to each Lender shall be appropriately adjusted to reflect the new Commitment Percentage of each Lender.
(d) Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment or agreement on the part of any Lender to increase its Commitment or Commitment Percentage hereunder or a commitment or agreement on the part of Borrower or Agent to give or grant to any Lender the right to increase its Commitment or Commitment Percentage hereunder.
Appears in 1 contract
Sources: Revolving Credit Loan and Security Agreement (Hersha Hospitality Trust)
Commitment Increase. From time to time after the Closing Effective Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 75,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 325,000,000 (any such increase, a “Commitment Increase”) at the option of the Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(ai) no Default or Event of Default shall exist or would result from such Commitment Increaseexist;
(bii) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(diii) the proposed Commitment Increase shall have has been consented to in writing by Administrative Agent, each existing Lender (if any) who is increasing its Revolving Commitment and/or each any other bank or financial institution (if any) that constitutes a permitted assignee under Section 11.04(b) acceptable to the Borrower and the Administrative Agent that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(eiv) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(fv) the Administrative Agent shall have received (i) an agreement amendments to this Agreement and the Loan Documents, joinder agreements for any New Lender, and, if requested, promissory notes, agreements, documents and instruments reasonably satisfactory to Administrative Agent in its reasonable discretion evidencing and setting forth such the conditions of the Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 2.02(b) shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase and shall not constitute an amendment, modification or waiver subject to Section 9.02 and shall be effective as of the later of (i) the date specified in the Borrower’s notice of proposed Commitment Increase and (ii) the date upon which the foregoing conditions shall have been satisfied or waived by the Lenders which have agreed to increase their Commitments, or by the Required Lenders in the case of a waiver of an Event of Default, as applicable. The Administrative Agent shall notify the Borrower and each Lender of the effectiveness of any Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are may not be held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new New Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders advances among themselves so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new New Lenders), pro rata in accordance with the Pro Rate Percentages Applicable Percentage hereunder (after giving effect to the applicable Commitment Increase). Notwithstanding the provisions of Section 9.04, the advances so made by each Revolving Lender whose Applicable Percentage has increased shall be deemed to be a purchase of a corresponding amount of the Revolving Loans of the Revolving Lender or Revolving Lenders whose Applicable Percentage have decreased and shall not be considered an assignment for purposes of Section 9.04.
Appears in 1 contract
Commitment Increase. From time to time after the Closing Date, the Revolving Loan Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) 100,000,000 such that the aggregate Revolving Loan Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”735,000,000) at the option of Borrower the Borrowers pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(ai) no No Default or Event of Default shall exist or would result from such Commitment Increaseexist;
(bii) No more than one Commitment Increase may be made in any twelve-month period and no Commitment Increase may be in an amount less than $10,000,00050,000,000;
(ciii) Borrower Representative has forwarded to Agent a written offer (the "First Offer Requirement") to Lenders (which Agent shall promptly forward to each Lender) to provide the proposed Commitment Increase. Each existing Lender shall have the right, but no obligation, to provide such additional Revolving Loan Commitment pro rata in accordance with such existing Lender's Revolving Loan Commitment Percentage within fourteen (14) days following such notice and any portion of such requested Commitment Increase which is not provided by any such existing Lender shall be obligated available to increase its Revolving the other existing Lenders and shall be allocated among other existing Lenders as Agent may determine. If existing Lenders elect not to provide the entire Commitment in connection with increase, such remaining Commitment Increase may be provided by any Commitment Increaseadditional lending institution or institutions proposed by the Borrowers and which are approved by Agent and which becomes a party to this Agreement pursuant to documentation reasonably acceptable to Agent and prepared at the Borrowers' expense;
(div) the The proposed Commitment Increase shall have has been consented to in writing by each existing Lender (the Lenders whose increase in Revolving Loan Commitments, if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender , in respect of all or a portion of the aggregate equals such proposed Commitment Increase (each it being understood and agreed that no Revolving Loan Commitment of a Lender may be increased hereunder without such Lender, a “New Lender”'s written consent);
(ev) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(fvi) the Administrative Agent shall have received (i) an agreement amendments to this Agreement and the Loan Documents, joinders, Revolving Notes, and all other agreements, fee letters, documents and instruments reasonably satisfactory to Agent in its sole discretion evidencing and setting forth such the conditions of the Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments .
1.1 to the Security Documents in connection with such Commitment Increase, (v) on behalf Agreement after the occurrence of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such a Qualifying Commitment Increase and (vi) evidence of to reflect the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require then current Revolving Loan Commitments without the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase)Lender.
Appears in 1 contract
Sources: Loan and Security Agreement (D & K Healthcare Resources Inc)
Commitment Increase. From time 1. On any date prior to time after the Closing Termination Date, but no more than once in each calendar year, the Revolving Borrowers may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in the and up to an aggregate amount for all such increases) (increases not more than the “Commitment Increase Cap”) such that sum of the aggregate Revolving amount of the Commitments shall at no time exceed on the date of such request plus $450,000,000 500,000,000 (any such increase, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the option time agree, in the case of Borrower pursuant any existing Lender, to delivery increase its Commitment (an “Increasing Lender”) and, in the case of written notice from Borrower any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be based on the ratio of each Increasing Lender’s proposed Commitment amount after giving effect to such Commitment Increase to the Administrative Agent if each aggregate amount of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the all Increasing Lenders’ proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect amounts after giving effect to such Commitment Increase, and (iii) opinions the amount of counsel the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.05(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks.
(i) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of FET and each other Borrower, if any, electing to increase its Borrower Sublimit in connection with such Commitment Increase certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of FET and such Commitment Increase, (iv) amendments other Borrower electing to the Security Documents increase its Borrower Sublimit in connection with such Commitment Increase, approving, in the case of FET, such Commitment Increase and, in the case of such other Borrower, such increase in its Borrower Sublimit and (v2) on behalf all governmental and regulatory authorizations and approvals required to be obtained by FET and such other Borrower for such Commitment Increase or increase in the applicable Borrower Sublimit, as the case may be.
(ii) Upon the effective date of each existing Lender and/or New Lender participating in such any Commitment Increase, payment of fees the Borrowers shall prepay the outstanding Advances (if any) agreed to by Borrower in full, and payable shall simultaneously make new Advances hereunder in an amount equal to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increaseprepayment, in each case as the Administrative Agent may reasonably request. Each of the Borrowerso that, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After after giving effect to any Commitment Increasethereto, it may be the case that Advances are held ratably by the outstanding Revolving Loans are not held pro rata Lenders in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder their respective Commitments (after giving effect to the applicable such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.11.
(iii) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Commitment Increase. From time (a) Subject to time after the Closing Dateterms and conditions set forth herein, the Revolving Commitments may be increased (but in no event in excess Borrower shall have the right, without the consent of $50,000,000 the Lenders, to cause an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of a proposed Commitment Increase this Agreement one or more additional lenders that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent if and each Issuing Bank (not to be unreasonably withheld, delayed or conditioned) (each, a “CI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments with the consent of the following conditions have been met:
Issuing Bank (anot to be unreasonably withheld, delayed or conditioned); provided that (i) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no have occurred and be continuing as of the relevant Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretoEffective Date, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to no such Commitment IncreaseIncrease shall be less than $10,000,000 and in integral multiples of $5,000,000, (iii) opinions of counsel with respect to no such Commitment IncreaseIncrease shall result in the Aggregate Commitment Amount exceeding $500,000,000, (iv) amendments to the Security Documents no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in connection with such Commitment IncreaseLender’s sole and absolute discretion), and (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoingif, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitationsuch increase, any new Lenders) Loans have been funded, then the Borrower shall make payments be obligated to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, pay any breakage fees or costs that are payable pursuant to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase).Section
Appears in 1 contract
Sources: Credit Agreement
Commitment Increase. From time Pursuant to time Section 2.25 of the Existing Credit Agreement after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase giving effect to the Administrative Agent if each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be transactions described in an amount less than $10,000,000;
(c) no existing Lender shall be obligated Section 1 hereof and subject to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions precedent set forth in clauses Section 5 hereof, on and as of the Third Amendment Effective Date and immediately after the effectiveness of Section 1 hereof, each Lender signatory to this Amendment as a “Second Incremental Revolving Loan Lender” (aeach, a “Second Incremental Revolving Loan Lender” and, collectively, the “Second Incremental Revolving Loan Lenders”) through hereby agrees to provide the Second Incremental Revolving Commitments, which shall be deemed to be an increase in and otherwise part of the 2024 Extended Revolving Commitments, to the Foreign Borrower on the Third Amendment Effective Date in an aggregate principal amount equal to the amount set forth opposite such Second Incremental Revolving Loan Lender’s name on Annex III to this Amendment which Second Incremental Revolving Commitments in the aggregate is equal to $278,166,666.67. The Second Incremental Revolving Commitments (di) above are “Incremental Revolving Commitments” as specified in connection with such Commitment Increase, Section 2.25(a) of the Existing Credit Agreement after giving effect to the transactions described in each case Section 1 hereof and (ii) shall be deemed to be “Revolving Commitments” and “2024 Extended Revolving Commitments” for all purposes of the Credit Agreement and the other Loan Documents of the same Class as the Administrative Agent may reasonably request. Each 2024 Extended Revolving Commitments on and as of the BorrowerThird Amendment Effective Date. The Second Incremental Revolving Commitments shall be provided in accordance with, Lenders and Administrative Agent acknowledges be subject to all of the terms and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require in, the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After Existing Credit Agreement after giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata transactions described in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders Section 1 hereof (including, without limitation, any new Lenders) shall make payments to Section 2.25 thereof). The terms and provisions of the Administrative Agent, 2024 Extended Revolving Commitments and the Administrative Agent agrees, upon receipt Second Incremental Revolving Commitments shall be identical consisting of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the one $863,500,000.00 tranche of 2024 Extended Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (Commitments after giving effect to the applicable Commitment Increase)$278,166,666.67 of Second Incremental Revolving Commitments. Immediately upon establishing the Second Incremental Revolving Commitments on the Third Amendment Effective Date, (i) any Revolving Loans made by any Second Incremental Revolving Loan Lender pursuant to its Second Incremental Revolving Commitments (the “Second Incremental Revolving Loans”) are “Revolving Loans” as contemplated by Section 2.25 of the Existing Credit Agreement and “2024 Extended Revolving Loans” after giving effect to the transactions described in Section 1 hereof and shall be deemed to be “Revolving Loans” and “2024 Extended Revolving Loans” for all purposes of the Credit Agreement and the other Loan Documents and (ii) the Second Incremental Revolving Commitments and any Second Incremental Revolving Loans shall be secured by the identical collateral and guaranties on identical terms as the Revolving Loans in effect immediately prior to the Third Amendment Effective Date.
Appears in 1 contract
Commitment Increase. From (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Lenders but with the prior approval of the Administrative Agent, to cause from time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of this Agreement one or more additional financial institutions that is not already a proposed Commitment Increase Lender hereunder and that is reasonably satisfactory to the Administrative Agent if or by allowing one or more existing Lenders to increase their respective Commitments (each of the following conditions have been met:
a “CI Lender”); provided, however that (ai) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who occurred which is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretocontinuing, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to no such Commitment IncreaseIncrease shall cause the Commitments under this Agreement to exceed $1,750,000,000, (iii) opinions of counsel with respect to no Lender’s Commitment shall be increased without such Commitment IncreaseLender’s prior written consent, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoingif, on the effective date of such increase, any Loans have been funded, then the applicable Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (v) each CI Lender shall execute a joinder agreement in the form of Exhibit G attached hereto (a “Joinder Agreement”).
(b) Any Commitment Increase shall be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto and shall be approved by the Administrative Agent, such consent to not be unreasonably withheld. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase, which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the Revolving aggregate amount of the Commitments does not exceed the amount set forth in subsection (a)(ii) above), (iii) the identity of each CI Lender, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Effective Date (includingas defined below). The Administrative Agent shall review each Notice of Commitment Increase and shall notify the Borrower whether or not the Administrative Agent consents to the proposed Commitment Increase. If the Administrative Agent consents to such Commitment Increase (such consent not to be unreasonably withheld), without limitationthe Administrative Agent shall execute a counterpart of the Notice of Commitment Increase and such Commitment Increase shall be effective on the proposed effective date set forth in the Notice of Commitment Increase (if the Administrative Agent consented to such Commitment Increase prior to such proposed date) or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”).
(c) On each Commitment Increase Effective Date, any new Lendersto the extent that there are Loans outstanding as of such date, (i) shall make payments each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative AgentAgent such CI Lender’s New Funds Amount, and which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Administrative Agent agreesshall, upon receipt by wire transfer of all immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such paymentsReducing Percentage Lender, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held shall constitute a prepayment by the Revolving Lenders (includingBorrower pursuant to Section 2.11, without limitation, any new Lenders), pro rata ratably in accordance with the Pro Rate Percentages hereunder respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans.
(d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to the product of a CI Lender’s increased Commitment or a CI Lender’s new Commitment (as applicable) represented as a percentage of the aggregate Commitments after giving effect to the applicable Commitment Increase, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date); (ii) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Commitment Increase that does not increase its respective Commitment as a result of the Commitment Increase and whose relative percentage of the Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of a Commitment Increase Effective Date (without regard to the effect of any borrowings made on such Commitment Increase Effective Date after giving effect to the Commitment Increase).
Appears in 1 contract
Sources: 5 Year Revolving Credit Agreement (Pioneer Natural Resources Co)
Commitment Increase. From time to time after In connection with the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase Extension Request and subject to the Administrative Agent if each satisfaction of the following conditions have been metprecedent set forth in Section 4 below:
(a) no Default or Event of Default shall exist or would result from such Each Increasing Lender party hereto agrees to increase its Commitment Increase;to the “Commitment Amount” listed on Schedule I hereto.
(b) no Each Additional Lender party hereto extends to the Borrowers, on the Amendment Date, such Additional Lender’s Commitment Increase in the amount designated for such Additional Lender as set forth on Schedule I hereto, such Commitment being made on a several, and not joint and several, basis and subject to the terms and conditions set forth in the Amended Credit Agreement. Each Additional Lender agrees that, upon the Amendment Date, such Additional Lender will be a Lender for all purposes of the Amended Credit Agreement and the other Loan Documents (as defined in the Amended Credit Agreement), and such Additional Lender will promptly perform in accordance with the terms thereof all obligations and requirements which are required to be performed by a Lender under the Amended Credit Agreement and the other Loan Documents (as defined in the Amended Credit Agreement). Each Additional Lender represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 8.08(b)(iii), (v) and (vi) of the Amended Credit Agreement (subject to such consents, if any, as may be required under Section 8.08(b)(iii) of the Amended Credit Agreement), (iii) from and after the Amendment Date, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by its Commitment and either it, or the Person exercising discretion in making its decision to acquire such Commitment, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement and this Amendment, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 4.01(g) of the Amended Credit Agreement and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and to extend its Commitment, and (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to extend its Commitment to the Borrowers pursuant to the terms of this Amendment and the Amended Credit Agreement. Each Additional Lender agrees that it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents (as defined in the Amended Credit Agreement). Each Additional Lender has submitted to the Administrative Agent an amount less than $10,000,000;Administrative Questionnaire duly completed by such Additional Lender to be used and relied upon by the Administrative Agent for all purposes of the Amended Credit Agreement.
(c) no existing The Borrowers, the Administrative Agent, the Fronting Banks, the Swing Line Lenders and each Lender shall be obligated party hereto (including each Additional Lender and each Additional Commitment Lender) agree that on the Amendment Date, Schedule I to increase the Credit Agreement is amended and restated in its Revolving Commitment in connection with any Commitment Increase;entirety by Schedule I hereto.
(d) Simultaneously with the proposed effectiveness of this Amendment and notwithstanding any provisions of Section 2.06(b)(iii) of the Credit Agreement to the contrary, the Commitments of each of the Lenders, the outstanding amount of all Pro-Rata Advances and the participations of the Lenders in outstanding Letters of Credit and outstanding Swingline Advances shall be reallocated among the Lenders in accordance with their respective Percentages (determined in accordance with the amount of each Lender’s Commitment Increase shall have been consented set forth on Schedule I hereto). In order to in writing by effect such reallocations, each existing Additional Lender, each Additional Commitment Lender (if any) who is increasing its Revolving Commitment and/or and each other institution Lender whose Commitment as set forth on Schedule I hereto is in an amount that exceeds the amount of its “Commitment” under the Credit Agreement (if anyeach an “Assignee Lender”) that constitutes a permitted assignee under Section 11.04(b) shall be deemed to have purchased all right, title and that has agreed to become a Lender interest in, and all obligations in respect of all or a portion of, the Commitments of the Commitment Increase Lenders whose Commitments as set forth on Schedule I hereto are less than their respective “Commitments” under the Credit Agreement (each such Lender, a an “New Assignor Lender”);
(e) , so that the proposed Commitment IncreaseCommitments of each Lender will be as set forth on Schedule I hereto. Such purchases shall be deemed to have been effected by way of, together with and subject to the terms and conditions of, Assignment and Assumptions without the payment of any prior Commitment Increaserelated assignment fee, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and except for any requested replacement promissory notes with respect theretoto be provided to the Assignor Lenders and Assignee Lenders in the principal amounts of their respective Commitments (or, if less, in the case of any such promissory note payable by a Borrower, such Assignor Lender’s or Assignee Lender’s pro rata share (ii) evidence of corporate authorization based on the part Commitments of the Loan Parties with respect all Lenders) of such Borrower’s Borrower Sublimit), no other documents or instruments shall be, or shall be required to such Commitment Increasebe, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents executed in connection with such Commitment Increasepurchases and assignments (all of which are hereby waived). The Assignor Lenders and Assignee Lenders shall make such cash settlements among themselves, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increasethrough the Administrative Agent, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder direct (after giving effect to any netting effected by the applicable Commitment Increase)Administrative Agent) with respect to such reallocations and assignments.
Appears in 1 contract
Commitment Increase. From time (a) Subject to time after the Closing Dateconditions set forth in Section 2.10(b), the Revolving Borrowers may increase the total Commitments may be increased then in effect without the prior written consent of the Lenders by increasing the Commitment of a Lender or by causing a Person that at such time is not a Lender to become a Lender (but in no event in excess of $50,000,000 an “Additional Lender”).
(b) The increase in the aggregate for all such increases) total Commitments shall be subject to the following additional conditions:
(the “Commitment Increase Cap”i) such that the aggregate Revolving Commitments increase shall at no time not exceed $450,000,000 200,000,000 and the total Commitments after such increase shall not exceed the least of (any A) $500,000,000, (B) twenty percent (20%) of the Parent Guarantor’s Consolidated Net Tangible Assets as of the last day of the fiscal quarter immediately preceding such increaseincrease for which the most recent internal financial statements are available, a “plus $25,000,000, and (C) the amount permitted by the Indentures;
(ii) if the Borrowers elect to increase the total Commitments by increasing the Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase Lender, the Borrowers and such Lender shall execute and deliver to the Administrative Agent if each a certificate substantially in the form of the following conditions have been met:
Exhibit H-1 (a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no a “Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New LenderCertificate”);
(eiii) if the proposed Commitment IncreaseBorrowers elect to increase the total Commitments by causing an Additional Lender to become a party to this Agreement, then the Borrowers and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 (an “Additional Lender Certificate”), together with an Administrative Questionnaire and a processing and recordation fee of $3,500, and the Borrowers shall, if requested by the Additional Lender, deliver a Note payable to such Additional Lender in a principal amount equal to its Commitment, and otherwise duly completed; provided that such Additional Lender must be reasonably acceptable to the Administrative Agent, the Swing Line Lender and the Issuing Lender;
(iv) no Default shall have occurred and be continuing at the effective date of such increase;
(v) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any prior Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrowers pay compensation required by Section 5.02;
(vi) no Lender’s Commitment may be increased without the consent of such Lender;
(vii) no increase shall be less than $25,000,000 and shall be in a whole multiple of $5,000,000 in excess thereof;
(viii) the Borrowers shall remain in compliance with Section 8.16 as of such date after giving effect to the Commitment Increase, shall not exceed the Commitment Increase Cap; and
(fix) an Appraisal satisfactory to Administrative Agent shall have been obtained not more than 120 days prior to the effectiveness of such Commitment Increase with respect to those vessels being added as Vessel Collateral and the Administrative Agent shall have received (i) an agreement setting forth be satisfied that new or amended security instruments create first priority, perfected Liens on such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect additional Vessel Collateral subject only to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents Excepted Liens identified in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses clause (a) through (c) of Section 9.03.
(c) Subject to acceptance and recording thereof pursuant to Section 2.10(d), from and after the effective date specified in the Commitment Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrowers have paid compensation required by Section 5.02): (A) the amount of the total Commitments shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate, any Additional Lender party thereto shall become a party to this Agreement and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, such Lender or such Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Loans (and participation interests in Letters of Credit) of each of the other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (including any Additional Lender, if applicable) shall hold its Applicable Percentage of the outstanding Loans (and participation interests) after giving effect to the increase in the total Commitments.
(d) above Upon its receipt of a duly completed Commitment Increase Certificate or an Additional Lender Certificate, executed by the Borrowers and the Lender or the Borrowers and the Additional Lender party thereto, as applicable, the processing and recording fee referred to in connection with Section 2.10 (b), the Administrative Questionnaire referred to in Section 2.10(b), if applicable, the written consent which will not be unreasonably withheld of the Administrative Agent, the Swing Line Lender and the Issuing Lender to such Commitment Increaseincrease required by Section 2.10(b) and the Additional Lender, in each case if applicable, and such other certificates, opinions and documents as the Administrative Agent may reasonably request. Each of , the Borrower, Lenders and Administrative Agent acknowledges and agrees that each shall accept such Commitment Increase meeting Certificate or Additional Lender Certificate and record the conditions set forth information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the total Commitments shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 2.20 2.10(d). The Administrative Agent shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date promptly provide a copy of the applicable Commitment Increaseupdated Annex I, or a copy of the Revolving Lenders (includingupdated Register, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase)Parent Guarantor.
Appears in 1 contract
Sources: Credit Agreement (Hornbeck Offshore Services Inc /La)
Commitment Increase. From At any time (x) prior to time after the Closing DateTermination Date (but not more than once in any calendar year) in the case of the Revolving Credit Commitments or (y) on or prior to May 1, 2006 in the case of the Term Commitments, in each case, if no Default shall have occurred and be continuing at such time, the Borrower may, if it so elects, increase the aggregate amount of the Revolving Credit Commitments or Term Commitments (each, a “Commitment Increase”), either by designating a Person not theretofore a Lender and acceptable to the Agent and, in the case of a Commitment Increase of the Revolving Credit Facility, each Issuing Bank (such acceptance not to be unreasonably withheld), (each such Person, an “Assuming Lender”) to become a Lender or by agreeing with an existing Lender that such Lender’s Revolving Credit Commitment or Term Commitment, as the case may be, shall be increased (but in no event in excess of $50,000,000 in each such Lender, an “Increasing Lender”). Upon execution and delivery by the aggregate for all such increases) Borrower and each Increasing Lender or Assuming Lender (the “Commitment Increase CapDate”) of an instrument of assumption in form and amount reasonably satisfactory to the Agent and each Issuing Bank (each an “Assumption Agreement”), such Increasing Lender shall have a Revolving Credit Commitment or Term Commitment as therein set forth or such Assuming Lender shall become a Lender with a Revolving Credit Commitment or Term Commitment as therein set forth and all the rights and obligations of a Lender with a Commitment hereunder; provided that (i) the Borrower shall provide prompt notice of such increase to the Agent, which shall promptly notify the other Lenders, (ii) the aggregate amount of each such increase which is effective on any day shall be at least $10,000,000 or an integral multiple thereof, (iii) the aggregate amount of the Revolving Credit Commitments shall at no time exceed $450,000,000 300,000,000, (any such increase, a “Commitment Increase”iv) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each aggregate amount of the following conditions have been met:
Term Commitments shall at no time exceed $300,000,000 and (a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(dv) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received on or before such date (iA) an agreement setting forth such either (1) certified copies of resolutions of the Board of Directors of the Borrower evidencing the ability of the Borrower to effect the Commitment Increase or (2) a certificate from secretary of the Borrower stating that the resolutions of the Board of Directors of the Borrower that were delivered to the Agent pursuant to Section 3.01(g)(ii), which resolutions authorize the Borrower to effect the Commitment Increase, together have not been amended, modified, rescinded or revoked since the date they were adopted and continue to be in full force and effect and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form of Exhibit F hereto with Lender Addendums such modifications as are reasonably acceptable to the Required Lenders. Upon any increase in the aggregate amount of the Revolving Credit Commitments or Term Commitments pursuant to this Section 2.18, within five Business Days in the case of the Base Rate Advances outstanding, and promissory notes at the end of the then current Interest Period with respect thereto, (ii) evidence of corporate authorization on thereto in the part case of the Loan Parties with respect to such Commitment IncreaseAdvances comprising each Eurodollar Rate Borrowing then outstanding (but in any event within 45 days), (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of respective Advances under the applicable Commitment Increase, Facility shall be reallocated among the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Appropriate Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (includingthat, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to such reallocation, the applicable Commitment Increase)Advances comprising each Borrowing under such Facility and continuing into the subsequent Interest Period are funded by the Appropriate Lenders ratably according to their respective Commitments under such Facility on such day. Each Lender agrees that the conditions precedent set forth in Section 3.02 shall not apply to any additional amounts required to be funded by such Lender pursuant to this Section 2.18.
Appears in 1 contract
Sources: Credit Agreement (Telecomunicaciones De Puerto Rico Inc)
Commitment Increase. From time to time after the Closing Effective Date, the U.S. Revolving Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “"Commitment Increase Cap”") such that the aggregate U.S. Revolving Commitments shall at no time exceed $450,000,000 225,000,000 (any such increase, a “"Commitment Increase”") at the option of the U.S. Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(ai) no Default or No Event of Default shall exist or would result from such Commitment Increaseexist;
(bii) no No Commitment Increase may be in an amount less than $10,000,000;
(ciii) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the The proposed Commitment Increase shall have has been consented to in writing by Administrative Agent and each existing U.S. Lender (if any) who is increasing its U.S. Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”)Commitment;
(eiv) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(fv) the Administrative Agent shall have received (i) an agreement amendments to this Agreement and the Loan Documents, joinders, and all other promissory notes, agreements, documents and instruments reasonably satisfactory to Administrative Agent in its reasonable discretion evidencing and setting forth such the conditions of the Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the BorrowerBorrowers, Lenders and Administrative Agent acknowledges acknowledge and agrees agree that each Commitment Increase meeting the conditions set forth in this Section 2.20 2.02(c) shall not require the consent of any Lender other than those U.S. Lenders, if any, which have agreed to increase their U.S. Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase).
Appears in 1 contract
Commitment Increase. From time (a) Subject to time after the Closing Dateterms and conditions set forth herein, the Revolving Commitments may be increased (but in no event in excess Borrower shall have the right, without the consent of $50,000,000 the Lenders, to cause an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of a proposed Commitment Increase this Agreement one or more additional lenders that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent if Agent, the Swingline Lender and each of the following conditions have been met:
Issuing Bank (anot to be unreasonably withheld, delayed or conditioned) (each, a “CI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments; provided that (i) no Default or Event of Default shall exist or would result from have occurred and be continuing as of the relevant Commitment Increase Effective Date, (ii) no such Commitment Increase;Increase shall be less than $25,000,000, unless the Administrative Agent otherwise consents to a smaller amount (iii) the aggregate amount of all such Commitment Increases shall not exceed $750,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such ▇▇▇▇▇▇’s sole and absolute discretion), (v) upon any increase in the Commitments pursuant to this Section 2.02, the Multicurrency Commitments of the Lenders shall be adjusted to reflect all Lenders’ (including any CI Lender’s) Applicable Percentage of the Multicurrency Commitments at such time and (vi) if, on the effective date of such increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of such outstanding Loans; provided further that no Commitment Increase shall increase the Alternative Currency LC Sublimit or the total Multicurrency Commitments without the consent of each Lender.
(b) no The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto of its intention to increase the Commitments pursuant to this Section 2.02. Each such Notice of Commitment Increase may be in an amount less than $10,000,000;
shall specify (c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(di) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect effective date of all or a portion of the such Commitment Increase (each such Lenderdate, a “New LenderCommitment Increase Effective Date”);
, which date shall be no earlier than five (e5) Business Days after receipt by the proposed Administrative Agent of such Notice of Commitment Increase, together with any prior (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, shall the aggregate amount of all Commitment Increases does not exceed the amount set forth in subsection (a)(iii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Cap; andEffective Date.
(fc) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount, which amount (A) shall be denominated in the same currency as such outstanding Loans and (B) for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) each existing Lender that has agreed to increase its Commitment shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such Lender’s New Funds Amount, which amount (A) shall be denominated in the same currency as such outstanding Loans and (B) for each such Lender, shall constitute Loans made by such Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (iii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.11, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iv) the Borrower shall be responsible to pay to each Lender any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of any outstanding Loans.
(d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have received the following meanings: (i) an agreement setting forth such “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, or a CI Lender’s Commitment (iias applicable) evidence of corporate authorization on the part represented as a percentage of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving aggregate Commitments in connection with such proposed Commitment Increase. After after giving effect to any Commitment Increase, it may be times the case that aggregate principal amount of the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order immediately prior to remedy the foregoing, on the effective date of the applicable giving effect to such Commitment Increase, if any, as of any Commitment Increase Effective Date (without regard to any increase in the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt aggregate principal amount of all such payments, to disburse such amounts to the Lenders so that Loans as a result of borrowings made after giving effect thereto to such Commitment Increase on such Commitment Increase Effective Date); (ii) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to any Commitment Increase that does not increase its respective Commitment as a result of such Commitment Increase and whose relative percentage of the Revolving Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans will be held by decrease as of any Commitment Increase Effective Date (without regard to the Revolving Lenders (including, without limitation, effect of any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (borrowings made on such Commitment Increase Effective Date after giving effect to the applicable Commitment IncreaseIncrease occurring on such Commitment Increase Effective Date).
Appears in 1 contract
Sources: Senior Unsecured Multi Year Revolving Credit Agreement (HF Sinclair Corp)
Commitment Increase. From time (a) The Borrower may, at any time, but in any event not more than once per calendar quarter, prior to time after the Closing Maturity Date, by notice to the Revolving Commitments may be increased (but in no event in excess of $50,000,000 Administrative Agent in the aggregate for all such increases) form attached hereto as Exhibit E (the each a “Commitment Increase CapNotice”) such ), request that the aggregate Revolving amount of the Commitments shall be increased by an amount of at no time exceed least $450,000,000 10,000,000 or an integral multiple of $5,000,000 in excess thereof (any such increase, each a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower be effective as of a proposed date that is at least 90 days prior to the scheduled Maturity Date then in effect (each an “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $1,250,000,000; and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 4.03 shall have been satisfied. The Borrower may extend offers to one or more Lenders and/or to one or more third-party financial institutions reasonably acceptable to the Administrative Agent if to participate in a requested Commitment Increase under this Section 2.15(a); provided, however, that the Commitment of each such third-party financial institution shall be in an amount of the following conditions have been met:
(a) no Default $10,000,000 or Event an integral multiple of Default shall exist $5,000,000 in excess thereof. Any Lender that has received such an offer may accept or would result from decline such Commitment Increase;offer in such Lender’s sole and absolute discretion.
(b) no On each Increase Date, each third-party financial institution that accepts an offer to participate in a requested Commitment Increase may be in accordance with Section 2.15(a) (each such financial institution, an amount less than $10,000,000;
(c“Assuming Lender”) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender party to this Agreement as of such Increase Date with a Commitment in respect the amount of all or its participation in such Commitment Increase, and the Commitment of each Lender that accepts an offer to participate in a portion of the requested Commitment Increase (each such Lender, a an “New Increasing Lender”);
(e) shall be increased by the proposed amount of its participation in such Commitment Increase; provided, together with any prior Commitment Increasehowever, shall not exceed the Commitment Increase Cap; and
(f) that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date:
(i) certified copies of resolutions of the board of directors of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement and an agreement setting forth such Commitment Increaseopinion of counsel for the Borrower (which may be in-house counsel), together with Lender Addendums and promissory notes with respect theretoin each case, reasonably satisfactory to the Administrative Agent;
(ii) evidence of corporate authorization on an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the part of Borrower and the Loan Parties with respect to Administrative Agent (each an “Assumption Agreement”), duly executed by such Commitment IncreaseAssuming Lender, the Administrative Agent and the Borrower; and
(iii) opinions confirmation from each Increasing Lender of counsel with respect to such the increase in the amount of its Commitment Increase, (iv) amendments in a writing reasonably satisfactory to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment the Administrative Agent. On each Increase and (vi) evidence of the satisfaction Date, upon fulfillment of the conditions set forth in clauses (athe immediately preceding sentence of this Section 2.15(b) through (d) above and in connection with such Commitment IncreaseSection 4.03, in each case as the Administrative Agent may reasonably request. Each of shall notify the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenderseach Assuming Lender) shall make payments to the Administrative Agent, and the Administrative Agent agreesBorrower, upon receipt on or before 1:00 p.m., New York City time, by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.
(c) On the Increase Date, if any Loans are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 9.04) prepay Loans of all such payments, to disburse such amounts to or certain of the Lenders so that such that, after giving effect thereto thereto, the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders), pro rata ) ratably in accordance with the Pro Rate Percentages hereunder (their respective Applicable Percentage after giving effect to the applicable such Commitment Increase). On and after each Increase Date, the Applicable Percentage of each Lender’s participation in Loans shall be calculated after giving effect to each such Commitment Increase.
Appears in 1 contract
Sources: Five Year Senior Unsecured Credit Agreement (Tyco International LTD)
Commitment Increase. From time to time after (a) The parties hereto agree that (i) each Lender identified on the Closing Datesignature pages hereto as an “Increasing Lender” (collectively, the Revolving Commitments may be increased “Increasing Lenders”) desires to increase its Commitment under the Credit Agreement pursuant to Section 2.6(d) of the Credit Agreement, (but in no event in excess of $50,000,000 in ii) the aggregate for all such increases) financial institution identified on the signature pages hereto as a “New Lender” (the “Commitment Increase CapNew Lender”) shall be added as a Lender under the Credit Agreement and the Commitment of such that New Lender is as reflected on Exhibit B attached hereto (such increases to the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increaseof the Increasing Lenders, a together with the Commitment of the New Lender, collectively, the “Commitment Increase”), (iii) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented be effective as of Amendment Effective Date (and such amount shall not reduce the amount by which the Borrowers may propose to in writing by each existing Lender (if any) who is increasing its Revolving increase the Aggregate Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b2.6(d) of the Credit Agreement after the Amendment Effective Date) and that has agreed to become a Lender (iv) the relevant requirements set forth in respect of all or a portion Section 2.6(d) of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties Credit Agreement are deemed satisfied with respect to such Commitment Increase. Immediately prior to the Amendment Effective Date, (iii) opinions the New Lender shall become a party to and a “Lender” under the Credit Agreement as if originally named therein as a party and shall be bound by all of counsel with respect terms and provisions applicable to Lenders under the Credit Agreement. For the avoidance of doubt, the aggregate Additional Commitments added pursuant to this Section 1.2 are equal to $300,000,000 and the Commitments of all Lenders, after giving effect to such Commitment Increase, are as reflected on Exhibit B attached hereto.
(b) The New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after the Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) amendments it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1(h) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment on the basis of which it has made such analysis and decision independently and without reliance on the Agent or any other Lender, and (v) if it is a Foreign Lender, it has delivered to the Security Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by it; and (b) agrees that (i) it will, independently and without reliance on the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Loan Documents are required to be performed by it as a Lender.
(c) The parties hereto agree that the outstanding Revolving Advances immediately prior to the Amendment Effective Date shall be reallocated (and to the extent necessary with respect to each Lender, increased or decreased) among the Lenders to the extent necessary such that, immediately after the effectiveness of this Amendment in accordance with its terms, the Revolving Advances shall be held by the Lenders pro rata based on their respective Percentages as set forth on Exhibit B attached hereto. In order to effect such reallocations, assignments shall be deemed to be made among the Lenders in such amounts as may be necessary, and with the same force and effect as if such assignments were evidenced by Lender Assignments (but without the payment of any related assignment fee), and no other documents or instruments shall be required to be executed in connection with such Commitment Increaseassignments (all of which such requirements are hereby waived). Further, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on each Lender agrees to make cash settlements in respect of any outstanding Revolving Advances, as the effective date of the applicable Commitment IncreaseAgent may direct or approve, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto to this Amendment, each Lender holds Revolving Advances equal to its Percentage (as set forth on Exhibit A attached hereto) of the aggregate outstanding Revolving Loans will Advances. Notwithstanding anything to the contrary in the Credit Agreement, the assignments and assumptions contemplated in this Section 1.2 shall be held by deemed to satisfy all requirements of Section 8.7 of the Revolving Lenders Credit Agreement.
(includingd) Effective as of the Amendment Effective Date, without limitation, any new Lenders), pro rata the participations in accordance with the Pro Rate Percentages hereunder (after giving Letters of Credit and Swingline Advances under the Credit Agreement shall be adjusted to give effect to any change in the applicable Commitment Increase)Commitments and Credit Exposure of any Lender as a result of this Amendment.
Appears in 1 contract
Sources: Five Year Master Credit Agreement (Wisconsin Power & Light Co)
Commitment Increase. From time (i) On any date prior to time after the Closing latest Termination Date, the Revolving Borrowers may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in for any such increase but not more than $400,000,000 (the aggregate “Maximum Accordion Amount”) for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 increases (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lendersexisting Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent agreesin consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon receipt giving effect to the Commitment Increase shall not exceed the amount of all the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such payments, to disburse such amounts notice to the Lenders so and the Fronting Banks.
(ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect thereto to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the Revolving Loans will be held case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Revolving Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit.
(iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder their respective Commitments (after giving effect to the applicable such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12.
(iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Sources: Credit Agreement
Commitment Increase. From time (i) On any date prior to time after the Closing latest Termination Date, the Revolving Borrowers may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in for any such increase but not more than $500,000,000 (the aggregate “Maximum Accordion Amount”) for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 increases (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lendersexisting Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent agreesin consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon receipt giving effect to the Commitment Increase shall not exceed the amount of all the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such payments, to disburse such amounts notice to the Lenders so and the Fronting Banks.
(ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect thereto to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the Revolving Loans will be held case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Revolving Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit.
(iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder their respective Commitments (after giving effect to the applicable such Commitment Increase).41 753191220
Appears in 1 contract
Sources: Credit Agreement (Firstenergy Corp)
Commitment Increase. From time (i) On any date prior to time after the Closing latest Termination Date, the Revolving Borrowers may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in for any such increase but not more than $500,000,000 (the aggregate “Maximum Accordion Amount”) for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 increases (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lendersexisting Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent agreesin consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon receipt giving effect to the Commitment Increase shall not exceed the amount of all the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such payments, to disburse such amounts notice to the Lenders so and the Fronting Banks.
(ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect thereto to such Commitment Increase (1) no Event 41 753191124 of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the Revolving Loans will be held case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Revolving Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit.
(iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder their respective Commitments (after giving effect to the applicable such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12.
(iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Sources: Credit Agreement (Firstenergy Corp)
Commitment Increase. From time (a) Borrowers shall have the right to time after increase the Closing DateMaximum Facility Amount one or more times by obtaining additional Commitments, to be provided on the Revolving Commitments same terms as herein set forth with respect to Lender’s Commitment, either from Lender or another one or more lending institutions (each such lending institution a “New Lender”) provided that: (i) each increase shall be in a minimum amount of $25,000,000, (ii) the Maximum Facility Amount may not be increased (but in no event in excess of an aggregate amount of $50,000,000 in the aggregate for all such increases) 1,000,000,000 under this Section 3.11, (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(aiii) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, occur on the effective date of the applicable increase or would result therefrom; (iv) Lender (whether or not it is providing all or any portion of such additional Commitments) agrees to such increase by executing an Increased Commitment IncreaseSupplement; and (v) if a New Lender would be providing any portion of such additional Commitment, such New Lender is acceptable to Lender in its discretion. It is understood and agreed that, upon Borrower’s request, Lender shall use its commercially reasonable efforts to secure New Lenders for such additional Commitments and that in the Revolving absence of securing New Lenders (includingfor such additional Commitments Lender may, without limitationbut shall not have any obligation whatsoever to, notwithstanding anything herein or in any new Lenders) shall make payments other Loan Document to the Administrative Agentcontrary, and the Administrative Agent agrees, upon receipt of all fund such payments, to disburse such amounts additional Commitment. Subject to the Lenders so that after giving effect thereto foregoing provisions, an increase in the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata Commitments made in accordance with this Section shall become effective on the Pro Rate Percentages hereunder date Lender receives: (after giving effect A) a properly completed Increased Commitment Supplement executed by Borrowers, Lender and the New Lenders (if any), (B) if requested by Lender or any New Lender, legal opinions, in form and substance, and from counsel, reasonably satisfactory to Lender with respect thereto and (C) an amendment to this Agreement pursuant to Section 3.11(b) hereof. If following any increase to the Commitments hereunder, the outstanding Advances are not held pro rata between Lender and any New Lenders in accordance with their respective Commitments, then on the Business Day following any such increase, all outstanding Advances shall be reallocated among Lender and any New Lenders in accordance with Lender’s and such New Lenders’ respective percentage share of the aggregate Commitment amount (provided that such Advances shall not be reallocated among Lender and New Lenders prior to the expiration of the applicable Commitment IncreaseCollection and Reporting Period in effect at the time of any such increase). Any advances made under this Section by a New Lender shall be deemed to be a purchase of a corresponding amount of the outstanding Advances of Lender or any other New Lender who shall receive such advances.
(b) Prior to any New Lender becoming a party pursuant to this Section 3.11, each of Lender and Borrowers hereby agrees to amend the terms of this Agreement and other Loan Documents, as applicable, to include those standard agency, voting and other provisions as may be reasonably requested by Lender or Borrowers to account for the appointment of an administrative agent and the fact that there will be multiple lenders under this Agreement, but, in any event, subject to the mutual agreement of the Lender and the Borrowers.
Appears in 1 contract
Sources: Master Loan and Security Agreement (American Homes 4 Rent)
Commitment Increase. From time (a) Each Increasing Lender hereby agrees to time after increase the Closing Date, amount of its Commitment under the Revolving Commitments may be increased (but in no event in excess of $50,000,000 in Credit Agreement by the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a amount shown as its “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;” on Annex I attached hereto.
(b) no Each Additional Lender is hereby joined as a Lender under the Credit Agreement, and each Additional Lender hereby extends to the Borrowers, subject to and on the terms and conditions set forth in the Credit Agreement (as amended hereby), a Commitment Increase may in the amount shown as its “Commitment Increase” on Annex I attached hereto, and agrees to perform in accordance with the terms thereof all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be in an amount less than $10,000,000;performed by it as a Lender thereunder.
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion Each of the Commitment Increase (each Increasing Lenders and the Additional Lenders acknowledges and agrees that the respective Commitments of such Lender, a “New Lender”);
(e) Lender and the proposed Commitment Increase, together with any prior Commitment Increase, shall other Lenders under the Credit Agreement are several and not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums joint commitments and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part obligations of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably requestLenders. Each of the Borrower, Increasing Lenders and Administrative Agent the Additional Lenders further acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lendersthat, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase as provided in this Agreement, its Commitment as a Lender shall be as set forth on Annex III attached hereto, which shall automatically amend and restate Schedule 2.01 to the Credit Agreement pursuant to the terms of Section 2.15(g) of the Credit Agreement.
(d) To the extent there are any Letters of Credit outstanding on the Amendment Effective Date, upon the effectiveness of the Specified Commitment Increase and the Commitment Termination (as defined below), the amount of the unfunded participations held by each Lender in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Lender shall hold unfunded participations in each such Letter of Credit in the proportion its Commitment bears to the Aggregate Commitments after giving effect to the Specified Commitment Increase and the Commitment Termination.
(e) Subject to satisfaction of the conditions precedent set forth in Section 5 hereof, the Administrative Agent and each of the Issuing Banks hereby irrevocably consents to the Specified Commitment Increase).
Appears in 1 contract
Sources: Credit Agreement (Weatherford International Ltd./Switzerland)
Commitment Increase. From time (a) Subject to time after the Closing Dateterms and conditions set forth herein, the Revolving Commitments may be increased (but in no event in excess Borrower shall have the right, without the consent of $50,000,000 the Lenders, to cause an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of a proposed Commitment Increase this Agreement one or more additional lenders that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent if and each Issuing Bank (not to be unreasonably withheld, delayed or conditioned) (each, a “CI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments with the consent of the following conditions have been met:
Issuing Bank (anot to be unreasonably withheld, delayed or conditioned); provided that (i) no Default or Event of Default shall exist or would result from have occurred and be continuing as of the relevant Commitment Increase Effective Date, (ii) no such Commitment Increase;Increase shall be less than $10,000,000 and in integral multiples of $5,000,000, (iii) no such Commitment Increase shall result in the Aggregate Commitment Amount exceeding $500,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion), and (v) if, on the effective date of such increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of such outstanding Loans.
(b) no The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto of its intention to increase the Commitments pursuant to this Section 2.02. Each such Notice of Commitment Increase may be in an amount less than $10,000,000;
shall specify (c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(di) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect effective date of all or a portion of the such Commitment Increase (each such Lenderdate, a “New LenderCommitment Increase Effective Date”);
, which date shall be no earlier than five (e5) Business Days after receipt by the proposed Administrative Agent of such Notice of Commitment Increase, together with any prior (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, shall the aggregate amount of all Commitment Increases does not exceed the amount set forth in subsection (a)(iii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Cap; andEffective Date (as defined below).
(fc) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) each existing Lender that has agreed to increase its Commitment shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such Lender’s New Funds Amount, which amount, for each such Lender, shall constitute Loans made by such Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (iii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.11, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iv) the Borrower shall be responsible to pay to each Lender any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of any outstanding Loans; provided that, notwithstanding the foregoing, no Letter of Credit may expire beyond the close of business on the date that is five Business Days prior to the earliest Maturity Date applicable to any Lender, unless the amount of such Letter of Credit on the date of issuance, renewal or extension, as applicable, together with the outstanding LC Exposure at such time, is less than or equal to the total Commitments of all Lenders having a later Maturity Date.
(d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have received the following meanings: (i) an agreement setting forth such “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, or a CI Lender’s Commitment (iias applicable) evidence of corporate authorization on the part represented as a percentage of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving aggregate Commitments in connection with such proposed Commitment Increase. After after giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase).times
Appears in 1 contract
Commitment Increase. From (a) The Borrower Agent may at any time or from time to time after the Closing Effective Date, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more increases in the amount of the Revolving Credit Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any each such increase, a “Commitment Increase”) ); provided that, at the option election of the Borrower pursuant to delivery of written notice from Borrower Agent, all or a portion of a proposed Commitment Increase may be provided to the Administrative Agent if each U.S. Borrowers in the form of a “first-in, last-out” tranche under this Agreement (the following conditions have been met:
“FILO Tranche”); provided further that (ai) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated exist after giving effect to increase its Revolving Commitment in connection with any Commitment Increase;
, (dii) all fees and expenses owing to the proposed Administrative Agent and the relevant Lenders in respect of such Commitment Increase shall have been consented paid, (iii) each Commitment Increase (other than with respect to a FILO Tranche) shall be on the same terms and conditions (including interest rate margins but excluding any upfront fees) as the applicable Revolving Credit Facility before giving effect thereto, (iv) the FILO Tranche shall be on substantially the same terms and conditions as the applicable Revolving Credit Facility before giving effect thereto, except for a separate borrowing base and advance rates and such other changes as are reasonable and customary for a FILO facility, in each case as may be agreed in writing by the Administrative Agent, the Borrower Agent and the FILO Lenders in an amendment to this Agreement, (v) each Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in clause (vvi) below), (vvi) after giving effect to any and all of the Commitment Increases, the aggregate Facilities shall not exceed $400,000,000, and (vi450,000,000, (vii) the aggregate Commitment Increases in respect of the Canadian Revolving Credit Facility shall not exceed $20,000,000.(each, a “Canadian Increase”) shall not exceed $40,000,000 (which amount does not include the amount of the Canadian Reallocation (if applicable)), and (viii) the aggregate of all Commitment Increases in respect of the FILO Tranche shall not exceed $25,000,000. Each notice from the Borrower Agent pursuant to this Section 2.16 shall set forth the requested amount of the relevant Commitment Increases. Commitment Increases may be provided by any existing Lender (if anyit being understood that no existing Lender will have an obligation to provide a portion of any Commitment Increase) who is increasing its Revolving Commitment and/or each or by any other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender Eligible Assignee. Commitments in respect of Commitment Increases shall become Revolving Credit Commitments (or in the case of a Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to Schedule 2.01 (with a joinder agreement in the case of any Eligible Assignee providing any portion of such Commitment Increases), executed by (x) the Administrative Agent and in the case of an Eligible Assignee, each applicable L/C Issuer and each applicable Swing Line Lender, the consent of each of which is not to be unreasonably withheld or delayed, (y) each Lender and Eligible Assignee agreeing to provide any portion of a Commitment Increase and (z) the Loan Parties, and reaffirmations of the Loan Documents executed by the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.16. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment).
(b) Upon each increase in the U.S. Revolving Credit Commitments (other than on account of the FILO Tranche) pursuant to this Section 2.16, (x) each U.S. Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each U.S. Revolving Credit Lender providing a portion of the Commitment Increase (each such Lendereach, for purposes of this Section 2.16(b), a “New U.S. Commitment Increase Lender”);
(e) the proposed Commitment Increasein respect of such increase, together with any prior Commitment Increase, shall not exceed the and each such U.S. Commitment Increase Cap; and
(f) Lender will automatically and without further act be deemed to have assumed, a portion of such U.S. Revolving Credit Lender’s participations hereunder in outstanding U.S. Letters of Credit and U.S. Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the Administrative Agent shall have received percentage of the aggregate outstanding (i) an agreement setting forth such Commitment Increase, together with Lender Addendums participations hereunder in U.S. Letters of Credit and promissory notes with respect thereto, (ii) evidence participations hereunder in U.S. Swing Line Loans held by each U.S. Revolving Credit Lender (including each such U.S. Commitment Increase Lender) will equal the percentage of corporate authorization the aggregate U.S. Revolving Credit Commitments of all U.S. Revolving Credit Lenders represented by such U.S. Revolving Credit Lender’s U.S. Revolving Credit Commitment (in each case, without giving effect to the FILO Tranche) and (y) if, on the part date of such increase, there are any U.S. Revolving Credit Loans outstanding, portions of such U.S. Revolving Credit Loans shall on the date of the Loan Parties with respect to such Commitment Increase, (iii) opinions effectiveness of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence be prepaid with the proceeds of additional U.S. Revolving Credit Loans made by the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each U.S. Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto to such prepayment, the percentage of the U.S. Revolving Credit Loans will be held by each U.S. Revolving Credit Lender will equal the percentage of the aggregate U.S. Revolving Credit Commitments of all U.S. Revolving Credit Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (represented by such U.S. Revolving Credit Lender’s U.S. Revolving Credit Commitment after giving effect to such Commitment Increase (in each case, without giving effect to the applicable Commitment IncreaseFILO Tranche), which prepayment shall be accompanied by accrued interest on the Loans being prepaid and any other amounts payable to any Lender in accordance with Section 3.05.
Appears in 1 contract
Sources: Credit Agreement (Nortek Inc)
Commitment Increase. From time (a) Subject to time after the Closing Dateconditions set forth in clauses (b) and (c) of this Section 2.14, the Revolving Borrower may request that the amount of the aggregate Commitments be increased one or more times, in each case in a minimum amount of $10,000,000 or in integral multiples of $10,000,000 in excess thereof; provided that, the aggregate Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time not exceed $450,000,000 375,000,000. No Lender shall have any obligation to increase its Commitment.
(b) Each such increase shall be effective, without the consent of any such increase, a “Commitment Increase”Lender (other than any Lender increasing its Commitment) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of only upon the following conditions have been met:
being satisfied: (ai) no Default or Event of Default shall exist has occurred and is continuing at the time thereof or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretocaused thereby, (ii) evidence of corporate authorization on either the part Lenders having Commitments hereunder at the time the increase is requested agree to increase their Commitments in the amount of the Loan Parties with respect requested increase or other financial institutions satisfying the definitions of Eligible Assignee or Approved Affiliate agree to such Commitment Increasemake a Commitment, (iii) opinions of counsel with respect such Lenders and other financial institutions, if any, shall have executed and delivered to such the Administrative Agent a Commitment IncreaseIncrease Agreement or a New Lender Agreement, as applicable, and (iv) amendments to the Security Documents in connection with Borrower shall have delivered such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of authority for the satisfaction increase (including without limitation, certified resolutions of the conditions set forth in clauses (aapplicable board of directors of the General Partner authorizing such increase) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request.
(c) Each financing institution to be added to this Agreement as described in Section 2.14(b)(ii) above shall execute and deliver to the Administrative Agent a New Lender Agreement, pursuant to which it becomes a party to this Agreement. Each Lender agreeing to increase its Commitment as described in Section 2.14(b)(ii) shall execute and deliver to the Administrative Agent a Commitment Increase Agreement pursuant to which it increases its Commitment hereunder. In addition, a Responsible Officer shall execute and deliver to the Administrative Agent, for each Lender being added to this Agreement, a Note payable to such new Lender in the principal amount of the BorrowerCommitment of such Lender, Lenders and Administrative Agent acknowledges and agrees that for each Lender increasing its Commitment, a replacement Note payable to such Lender, in the principal amount of the increased Commitment Increase meeting the conditions set forth in this Section 2.20 of such Lender. Each such Note shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on dated the effective date of the applicable pertinent New Lender Agreement or Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments Increase Agreement. Upon execution and delivery to the Administrative AgentAgent of the Note and the execution by the Administrative Agent of the relevant New Lender Agreement or Commitment Increase Agreement, as the case may be, such new financing institution shall constitute a “Lender” hereunder with a Commitment as specified therein, or such existing Lender’s Commitment shall increase as specified therein, as the case may be, and the Administrative Agent agreesshall notify all Lenders of such addition or increase, upon receipt and the final allocations thereof, and provide a revised Schedule 1.01(a) reflecting such additions or increase.
(d) The decision to increase its Commitment hereunder shall be at the sole discretion of all each Lender. Any such paymentsincrease in the Commitment shall have the same guarantees as, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will and be held secured on a pari passu basis by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with Collateral securing the Pro Rate Percentages hereunder (after giving effect Commitment prior to the applicable Commitment Increase)such increase.
Appears in 1 contract
Commitment Increase. From time Borrower may, by written notice to time after the Closing DateAgent Bank and the Lenders, increase the Revolving Commitments may be increased Aggregate Commitment by up to an additional Fifteen Million Dollars (but in no event in excess of $50,000,000 in the aggregate for all such increases15,000,000.00) (the “actual amount of such increase to the Aggregate Commitment Increase Cap”) such that being herein referred to as the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
); provided that (ai) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) has occurred and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretoremain continuing, (ii) evidence of corporate authorization on no more than two (2) Commitment Increases may be made during the part term of the Loan Parties with respect to Credit Facility and in no case shall the total of such Commitment IncreaseIncreases exceed Fifteen Million Dollars ($15,000,000.00) in the aggregate, (iii) opinions the obligation to fund the Commitment Increase is assumed by a Lender or Lenders then party to this Credit Agreement or (after having first offered the Commitment Increase to the Lenders then party to the Credit Agreement) by a Person or Persons that are Eligible Assignees, in each case acceptable to Borrower and, in the latter case, reasonably acceptable to the Agent Bank, and in each instance evidenced in writing by execution of counsel with respect an Assumption and Consent Agreement in the form of Exhibit L attached hereto, executed by each such assuming Lender or Eligible Assignee, Agent Bank and Borrower, provided that no Lender shall have any obligation to such Commitment Increaseincrease its Syndication Interest in effect as of the Restatement Effective Date, (iv) amendments each such assuming Lender or Eligible Assignee concurrently purchases a Pro Rata Share of the Funded Outstandings from the Lenders party to the Security Documents in connection with Credit Agreement (and each Lender hereby agrees to sell the appropriate proportion of its Pro Rata Share at par value to such Commitment Increase, (vassuming Lender or Eligible Assignee) on behalf that is equivalent to the increased new Pro Rata Share of each existing such assuming Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (or Eligible Assignee after giving effect to the applicable Commitment Increase and such Lender’s Syndication Interest in the Aggregate Commitment, (v) Borrower pays Agent Bank any amount owing under Section 2.07(c) and any fees owing to the Agent Bank or to the assuming Lenders or Eligible Assignees committing to fund the Commitment Increase based upon negotiations made in connection with the funding of the Commitment Increase), (vi) the Commitment Increase shall not increase the Pro Rata Share of the Aggregate Commitment and the Pro Rata Share of the amount of the Funded Outstandings held by any other Lender absent the express written consent of that Lender, (vii) the Commitment Increase shall not be available for advance by Lenders until each condition precedent set forth in Sections 3.24 through 3.31 of Article III C shall have occurred and been fully satisfied, and (viii) no more than Five Million Dollars ($5,000,000.00) of the Commitment Increase shall be available to Borrower for funding prior to the sixth (6th) month anniversary of the Restatement Effective Date. Giving effect to the Commitment Increase and purchase of Pro Rata Shares of the Funded Outstandings, adjustments shall be made to the Pro Rata Shares of the Lenders in the Aggregate Commitment and the Pro Rata Shares of Funded Outstandings such that the Pro Rata Shares of each Lender in the Aggregate Commitment shall be identical to its Pro Rata Share of the Funded Outstandings. The Agent Bank shall promptly thereafter prepare and circulate to Borrower and the Banks a revised Schedule of Lenders’ Proportions in Credit Facility reflecting such increased Aggregate Commitment and the revised Pro Rata Shares of the Lenders in the Credit Facility, and such revised Schedule of Lenders’ Proportions in Credit Facility shall supersede and replace the then existing Schedule of Lenders’ Proportions in Credit Facility.
Appears in 1 contract
Commitment Increase. From time Effective on September 28, 2007, subject to time after satisfaction of the Closing Dateconditions of effectiveness of this Amendment set forth in Section 3 hereof on or prior to such date (such date, subject to satisfaction of such conditions, the Revolving Commitments may be increased “Effective Date”):
(but a) The Company confirms and agrees that (i) it has requested an increase in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed in the amount of $450,000,000 (any such increase, a “Commitment Increase”) at 500,000,000 from the option of Borrower Increase Lenders pursuant to delivery and on the terms set forth in Section 2.01(d) of written notice the Credit Agreement, effective on the Effective Date, (ii) the Company will cause the Effective Date to be the first day of an Interest Period for all Conventional Revolving Loans then outstanding, (iii) on the Effective Date the Company will borrow (and hereby requests funding of) Conventional Revolving Loans from Borrower the Increase Lenders in the amounts required by Section 2.01(d)(iv) of a proposed Commitment Increase the Credit Agreement for application as therein set forth and (iv) prior to the Effective Date the Company will deliver to the Administrative Agent if each of a timely Interest Election Request which will apply equally and ratably to all Conventional Revolving Loans outstanding on the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;Effective Date, including those funded on the Effective Date by the Increase Lenders.
(b) no Commitment Each Increase may be Lender agrees that (i) effective on and at all times after the Effective Date, in an amount less than $10,000,000;
(c) no existing Lender shall be obligated addition to increase its all Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Commitments of such Lender (if any) who is increasing its outstanding prior to the Effective Date, such Increase Lender will be bound by all obligations of a Lender under the Credit Agreement in respect of an additional Revolving Commitment and/or in the amount set forth next to the name of such Increase Lender on Schedule A hereto and (ii) on the Effective Date such Increase Lender will fund Conventional Revolving Loans in the amount required by Section 2,01(d)(iv) of the Credit Agreement for application as therein set forth. On the Effective Date, each other institution (if any) that constitutes Increase Lender which was not a permitted assignee under Section 11.04(b) and that has agreed Lender prior to the Increase Effective Date will become a Lender in respect of for all or a portion purposes of the Commitment Increase (each such Lender, a “New Lender”);Credit Agreement.
(ec) Exhibit 2.01(a) to the proposed Commitment IncreaseCredit Agreement is hereby amended and restated in its entirety to read as set forth on Schedule B hereto, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received so as to reflect (i) an agreement setting the additional Revolving Commitment of each Increase Lender as set forth in Schedule A hereto and the pro rata share that such Revolving Commitment Increase, together with Lender Addendums and promissory notes with respect theretobears to the aggregate Revolving Commitments after giving effect to this Amendment, (ii) evidence of corporate authorization on assignments recorded in the part of Register after the Loan Parties with respect to such Commitment Increase, Closing Date and (iii) opinions adjustment of counsel with respect the pro rata shares of the Lenders as necessary to such Commitment Increase, (iv) amendments to reflect the Security Documents in connection with such Commitment Increase, (v) on behalf addition of each existing Lender and/or New Lender participating in such additional Revolving Commitment Increase, payment of fees (if any) agreed and its pro rata share and to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving give effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase).such
Appears in 1 contract
Commitment Increase. From (a) The Borrowers may at any time or from time to time after the Closing Date, the Revolving Commitments may be increased Effective Date (but in no event in excess more than five times during the term of $50,000,000 the Facilities), by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more increases in the aggregate for all such increases) amount of the US Revolving Credit Commitments and/or the Foreign Revolving Credit Commitments (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any each such increase, a “Commitment Increase”) at ); provided that upon the option effectiveness of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
any Incremental Amendment (a) as defined below), no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no have occurred and be continuing and each Commitment Increase may shall be in an aggregate principal amount that is not less than $10,000,000;
25,000,000 in the case of a Commitment Increase under the US Revolving Credit Facility or €15,000,000 in the case of a Commitment Increase under the Foreign Revolving Credit Facility (c) provided that such amount may be less than $25,000,000 or €15,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Commitment Increases shall not result in the aggregate Commitments exceeding $400,000,000 (calculated based on the Equivalent thereof in US Dollars in the case of Foreign Revolving Credit Commitments). Each notice from the Borrowers pursuant to this Section 2.19 shall set forth the requested amount of the relevant Commitment Increase. Commitment Increases may be provided by any existing Lender (it being understood that no existing Lender shall be obligated will have an obligation to increase its Revolving Commitment in connection with provide a portion of any Commitment Increase;
) or by any other Eligible Assignee (d) the proposed Commitment Increase shall have been consented to in writing provided that any required approval of such Eligible Assignee by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received not be unreasonably withheld or delayed, and the commitment of any such Eligible Assignee to the relevant Commitment Increase is at least $5,000,000 in the case of a Commitment Increase under the US Revolving Credit Facility or €5,000,000 in the case of a Commitment Increase under the Foreign Revolving Credit Facility). Commitments in respect of Commitment Increases shall become Commitments (ior in the case of a Commitment Increase to be provided by an existing Lender, an increase in such Lender’s applicable Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to Schedule I (with a joinder agreement setting forth in the case of any Eligible Assignee providing any portion of such Commitment Increases), executed by the applicable Administrative Agent, each Lender and Eligible Assignee that is in each case agreeing to provide any portion of the relevant Commitment Increase, together with Lender Addendums and promissory notes with respect theretothe Borrowers. Any such Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate (ii) evidence including any increase in the Applicable Margin and the fees set out in Sections 2.09, provided that any such increase shall apply to and be for the benefit of corporate authorization all the Lenders under the applicable Revolving Credit Facility), in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.19. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf date thereof of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses Section 3.02 (a) through (d) above it being understood that all references to “the date of such Borrowing, issuance or renewal” or similar language in connection with such Commitment Increase, Section 3.02 shall be deemed to refer to in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed such instance to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable such Incremental Amendment). The Borrowers may use Commitment Increase, the Increases for any purpose not prohibited by this Agreement. 92 Chemtura (Revolving Lenders (including, without limitation, any new LendersFacility) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase).Credit Agreement
Appears in 1 contract
Sources: Senior Secured Revolving Facilities Credit Agreement (Chemtura CORP)
Commitment Increase. From time (a) Subject to time after the Closing Dateconditions set forth in clauses (b) and (c) of this Section 2.14, the Revolving Borrower may request that the amount of the aggregate Commitments may be increased (but one or more times, in no event each case in excess a minimum amount of $50,000,000 in the aggregate for all 10,000,000 (or such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to lesser amount as the Administrative Agent if each approves) and in integral multiples of $5,000,000 (or such lesser amount as the Administrative Agent approves) in excess thereof; provided that, the aggregate Commitments may not exceed $1,700,000,000. No Lender shall have any obligation to increase its Commitment.
(b) Each such increase shall be effective, without the consent of any Lender (other than any Lender increasing its Commitment) only upon the following conditions have been met:
being satisfied: (ai) no Default or Event of Default shall exist has occurred and is continuing at the time thereof or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretocaused thereby, (ii) evidence of corporate authorization on either the part Lenders having Commitments hereunder at the time the increase is requested agree to increase their Commitments in the amount of the Loan Parties with respect requested increase and/or other financial institutions satisfying the definitions of Eligible Assignee or Approved Affiliate agree to such Commitment Increasemake a Commitment, (iii) opinions of counsel with respect such Lenders and other financial institutions, if any, shall have executed and delivered to such the Administrative Agent a Commitment IncreaseIncrease Agreement or a New Lender Agreement, as applicable, and (iv) amendments to the Security Documents in connection with Borrower shall have delivered such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of authority for the satisfaction increase (including without limitation, certified resolutions of the conditions set forth in clauses (aboard of directors or other governing body of the Ultimate General Partner authorizing such increase) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request.
(c) Each financing institution to be added to this Agreement as described in Section 2.14(b)(ii) above shall execute and deliver to the Administrative Agent a New Lender Agreement, pursuant to which it becomes a party to this Agreement. Each Lender agreeing to increase its Commitment as described in Section 2.14(b)(ii) shall execute and deliver to the Administrative Agent a Commitment Increase Agreement pursuant to which it increases its Commitment hereunder. In addition, a Responsible Officer shall execute and deliver to the Administrative Agent, for each Lender being added to this Agreement, a Note payable to such new Lender in the principal amount of the BorrowerCommitment of such Lender to the extent a Note is requested by such new Lender, Lenders and Administrative Agent acknowledges and agrees that for each Lender increasing its Commitment, a replacement Note payable to such Lender, in the principal amount of the increased Commitment Increase meeting of such Lender, to the conditions set forth in this Section 2.20 shall not require the consent of any extent such Lender other than those Lenders, has previously requested a Note. Each such Note (if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may ) shall be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on dated the effective date of the applicable pertinent New Lender Agreement or Commitment IncreaseIncrease Agreement. Upon execution and delivery to the Administrative Agent of the Notes, if applicable, and the Revolving Lenders execution by the Administrative Agent of the relevant New Lender Agreement or Commitment Increase Agreement, as the case may be, such new financing institution shall constitute a "Lender" hereunder with a Commitment as specified therein, or such existing Lender's Commitment shall increase as specified therein, as the case may be, and (includingi) any Lender increasing (or, without limitationin the case of any newly added Lender, any new providing) its Commitment shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders) shall , as being required in order to cause, after giving effect to such increase or addition and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the Administrative Agentoutstanding Advances of all the Lenders to equal its revised Pro Rata Share of such outstanding Advances, and the Administrative Agent agrees, upon receipt of all shall make such payments, to disburse such amounts other adjustments among the Lenders with respect to the Lenders so that after giving Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect thereto such reallocation and (ii) the Revolving Loans will Borrower shall be held deemed to have repaid and reborrowed all outstanding Advances as of the date of any increase (or addition) in the Commitments (with such reborrowing to consist of the Types of Advances, with related Interest Periods if applicable, specified in a Notice of Borrowing delivered by the Revolving Lenders (includingBorrower, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder requirements of Section 2.02). The deemed payments made pursuant to clause (after giving effect ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each SOFR Advance, shall be subject to indemnification by the Borrower pursuant to the applicable provisions of Section 2.10 if the deemed payment occurs other than on the last day of the related Interest Period. Within a reasonable time after the effective date of any increase or addition, the Administrative Agent shall notify all Lenders of such addition or increase, and the final allocations thereof, and provide a revised Schedule 1.01(a) reflecting such additions or increase, whereupon such revised Schedule 1.01(a) shall replace the then-existing Schedule 1.01(a) and become part of this Agreement.
(d) The decision to increase its Commitment Increase)hereunder shall be at the sole discretion of each Lender. Any such increase in any Lender’s Commitment shall have the same guarantees as, and be secured on a pari passu basis by the Collateral (if any) securing its Commitment prior to such increase.
Appears in 1 contract
Commitment Increase. From time to time after the Closing DateEffective Date and the occurrence of Successful Syndication (as such term is defined in the Fee Letter), the Revolving Commitments may be increased (but in no event in excess of $50,000,000 100,000,000 in the aggregate for all such increases) (the “"Commitment Increase Cap”") such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “"Commitment Increase”") at the option of the Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(ai) no Default or Event of Default shall exist have occurred and be continuing or would result from such Commitment Increase;
(bii) all representations and warranties of the Borrowers contained in any Loan Document shall be true and correct in all material respects on and as of the date of the proposed Commitment Increase (except to the extent any such representation or warranty relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date), both immediately before and immediately after giving effect thereto;
(iii) the Borrower Representative shall have obtained commitments of one or more lenders reasonably acceptable to the Administrative Agent (each, a "Commitment Increase Lender") to provide the Commitment Increase;
(iv) no Commitment Increase may be in an amount less than $10,000,000, and each Commitment Increase shall be in an integral multiple of $1,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(dv) the proposed Commitment Increase shall have has been consented to in writing by Administrative Agent and each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(evi) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(fvii) the Administrative Agent shall have received (i) an agreement joinders and amendments to this Agreement and the Loan Documents, and all other promissory notes, agreements, certificates, documents and instruments reasonably satisfactory to Administrative Agent in its reasonable discretion evidencing and setting forth such the conditions of the Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the BorrowerBorrowers, Lenders and Administrative Agent acknowledges acknowledge and agrees agree that each Commitment Increase meeting the conditions set forth in this Section 2.20 2.01(b), and any technical or similar amendment to the Loan Documents necessary to effect such increase), shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase).
Appears in 1 contract
Sources: Credit Agreement (Visteon Corp)
Commitment Increase. From time to time after the Closing Date, Borrower may, at its option, seek to increase the Revolving total Commitments may be increased (but in no event in excess by up to an aggregate amount of $50,000,000 325,000 (resulting in the aggregate for all such increasesmaximum total Commitments of $32,500,000) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of upon prior written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each and LC Issuer, which notice shall specify the amount of the following conditions have been met:
(a) any such increase and shall certify that no Default or Event of Default shall exist or would result from has occurred and is continuing. After delivery of such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lendernotice, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent and LC Issuer or Borrower, in consultation with the Administrative Agent and LC Issuer, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent and LC Issuer. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and Borrower shall have received delivered to the Administrative Agent and LC Issuer a document in form and substance reasonably satisfactory to the Administrative Agent and LC Issuer pursuant to which (i) an agreement setting forth any such existing Lender agrees to the amount of its Commitment Increase, together with Lender Addendums and promissory notes with respect theretoincrease, (ii) evidence any such new Lender agrees to its Commitment amount and agrees to assume and accept the obligations and rights of corporate authorization on the part of the Loan Parties with respect to such Commitment Increasea Lender hereunder, (iii) opinions of counsel with respect to Borrower accepts such Commitment Increaseincremental Commitments, (iv) amendments to the Security Documents effective date of any increase in connection with such Commitment Increase, the Commitments is specified and (v) Borrower certifies that on behalf such date the conditions for a new loan set forth in Section 3.02 are satisfied. Upon the effectiveness of any increase in the total Commitments pursuant hereto, each Lender (new or existing) shall be deemed to have accepted an assignment from the existing Lenders, and the existing Lenders shall be deemed to have made an assignment to each new or existing Lender and/or New Lender participating accepting a new or increased Commitment, of an interest in such Commitment Increaseeach then outstanding loan (in each case, payment of fees (if any) agreed to by Borrower on the terms and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (athe Assignment and Assumption) through (d) above Assignments pursuant to the preceding sentence shall be made in connection exchange for, and substantially contemporaneously with the payment to the assigning Lenders of, the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. Payments received by assigning Lenders pursuant to this Section in respect of the principal amount of any Eurodollar loan shall, for purposes of Section 2.18 be deemed prepayments of such Commitment Increaseloan. Any increase of the total Commitments pursuant to this Section shall be subject to receipt by the Administrative Agent from Borrower of such supplemental opinions, in each case resolutions, certificates and other documents as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the No consent of any Lender (other than those Lenders, if any, which have agreed the Lenders agreeing to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving or increased Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments be required for any incremental Commitment provided or loan made pursuant to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase)this Section 2.18.
Appears in 1 contract
Sources: Credit Agreement
Commitment Increase. From time to time after 2.9.1. In the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall Parent Borrower wishes to increase the Commitment of any Class at no any time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(a) when no Default or Event of Default has occurred and is continuing, it shall exist or would result from notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such Commitment Increase;
proposed increase (b) no such notice, a “Commitment Increase may Notice”); provided that (i) any such request shall be in a minimum amount of $25,000,000 or such lesser amount as agreed upon by the Parent Borrower and the Administrative Agent, (ii) immediately after giving effect to any increase, the aggregate amount of increases under all Classes pursuant to this Section 2.9 shall not exceed an amount less equal to $150,000,000 minus the aggregate amount by which the Aggregate Commitment shall theretofore have been increased pursuant to Section 2.10, (iii) the Parent Borrower shall not make more than $10,000,000;
four requests to increase Commitments pursuant to this Section and (civ) no existing Lender shall be obligated to increase its Revolving Commitment as a result of any request for a increase by the Parent Borrower unless it agrees in connection with any Commitment Increase;
its sole discretion to do so. The Parent Borrower may, at its election, (dx) offer to one or more of the proposed Commitment Increase shall have been consented Lenders the opportunity to participate in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Offered Increase Amount pursuant to Section 2.9.3 and/or (y) with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), offer to one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to Section 2.9.2 below.
2.9.2. Any additional bank, financial institution or other entity to which the Parent Borrower offers participation in the Offered Increase Amount and which elects to become a party to this Agreement and provide a Commitment Increase in the amount so offered pursuant to Section 2.9.1(y) shall execute a New Lender Supplement with the Parent Borrower and the Administrative Agent, whereupon such bank, financial institution or other entity (each such Lender, a “New Lender”);
(e) shall become a Lender for all purposes and to the proposed same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1(a) shall be deemed to be amended to add the name and Commitment Increaseof such New Lender, together with any prior Commitment Increase, shall not exceed provided that the Commitment Increase Cap; and
(f) of any such new Lender shall be in an amount not less than $15,000,000 or such lesser amount as agreed upon by the Parent Borrower and the Administrative Agent Agent.
2.9.3. Any Lender which accepts an offer to it by the Parent Borrower to increase its Commitment pursuant to Section 2.9.1 shall, in each case, execute a Commitment Increase Supplement with the Parent Borrower and the Administrative Agent, whereupon such Lender shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums be bound by and promissory notes with respect thereto, (ii) evidence entitled to the benefits of corporate authorization on the part of the Loan Parties this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 1.1(a) shall be deemed to be amended to so increase the Commitment of such Commitment Increase, (iii) opinions of counsel with respect Lender.
2.9.4. To the extent necessary to such Commitment Increase, (iv) amendments to keep the Security Documents outstanding Loans ratable in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent event of any Lender other than those Lenders, if any, which have agreed to non-ratable increase their in the Aggregate Revolving Commitments in connection with such proposed A Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding or Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoingB Commitment, on the effective date of any such increase, (i) all then outstanding Loans (the applicable Commitment Increase“Initial Loans”) shall be deemed to be repaid, (ii) immediately after the effectiveness of any such increase, the Revolving Lenders relevant Borrowers shall be deemed to have made new borrowings (including, without limitation, any new Lendersthe “Subsequent Borrowings”) shall make payments in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Notice of Conversion/Continuation delivered to the Administrative AgentAgent in accordance with Section 2.3, and (iii) each applicable Lender shall pay to the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts in immediately available funds an amount equal to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders difference, if positive, between (including, without limitation, any new Lenders), y) such Lender’s pro rata in accordance with the Pro Rate Percentages hereunder share (calculated after giving effect to the increase) of the Subsequent Borrowings and (z) such Lender’s pro rata share (calculated without giving effect to the increase) of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each applicable Lender the portion of such funds equal to the difference, if positive, between (y) such Lender’s pro rata share (calculated without giving effect to the increase) of the Initial Loans and (z) such Lender’s pro rata share (calculated after giving effect to the increase) of the amount of the Subsequent Borrowings, (v) the applicable Lenders shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Revolving A Commitment Increaseor Revolving B Commitment, as the case may be (calculated after giving effect to the increase), and (vi) the relevant Borrowers shall pay all accrued but unpaid interest on the Initial Loans to the Lenders entitled thereto. The conversion of the Initial Loans pursuant to clause (i) above shall be subject to indemnification by the relevant Borrowers pursuant to the provisions of Section 4.8 if the effective date of any increase occurs other than on the last day of the Interest Period relating thereto.
Appears in 1 contract
Sources: Credit Agreement (Brinks Co)
Commitment Increase. From time On any date prior to time after the Closing latest Termination Date, the Revolving Borrowers may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in for any such increase but not more than $200,000,000 (the aggregate “Maximum Accordion Amount”) for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 increases (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lendersexisting Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent agreesin consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase shall not exceed the amount of the Commitment Increase). The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks.
Appears in 1 contract
Sources: Credit Agreement (Firstenergy Corp)
Commitment Increase. From time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(a) So long as no Default or Event of Default shall exist or would result has occurred and is continuing, the Borrower may request from such time to time, subject to the terms and conditions hereinafter set forth, that the aggregate amount of the Lenders' Commitments be increased (each a "Commitment Increase;"); provided, however, that no Lender's Commitment may ever be increased without its prior written consent. Any such request shall be made by written notice to the Administrative Agent; provided, however, that any such notice must be given no later than sixty (60) days prior to the Maturity Date.
(b) no Each such notice (a "Notice of Commitment Increase may Increase") shall be in an amount less than $10,000,000;the form of Exhibit C and specify therein:
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(di) the proposed effective date of such Commitment Increase, which date (the requested "Commitment Increase Effective Date") shall have been consented be no earlier than two (2) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase; and
(ii) the amount of the requested Commitment Increase; provided, however, that (A) such increase must be at least $10,000,000 and (B) after giving effect to in writing by such requested Commitment Increase, the aggregate amount of all requested Commitment Increases shall not exceed $50,000,000 and the aggregate amount of the Lenders' Commitments shall not exceed $250,000,000; and
(iii) the identity of each existing Lender (if any) who is increasing its Revolving Commitment and/or each other financial institution (if any) that constitutes not already a permitted assignee under Section 11.04(b) and that Lender, which has agreed with the Borrower to become a Lender in respect of all or a portion of the to effect such Commitment Increase (each such financial institution shall be reasonably acceptable to the Administrative Agent and each such financial institution being a "CI Lender, a “New Lender”");
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(fiv) the amount of the respective Commitments of the then existing Lenders and such CI Lenders from and after the effective date of such Commitment Increase.
(c) On each Commitment Increase Effective Date, so long as no Default or Event of Default has occurred and is continuing and to the extent there are Loans outstanding as of such date:
(i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender's New Funds Amount for the applicable Commitment Increase Effective Date, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date; and
(ii) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increaseshall, together with by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with its Reduction Amount for such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if anyEffective Date, which have agreed amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment IncreaseSection 2.11, it may be the case that the outstanding Revolving Loans are not held pro rata ratably in accordance with the new Revolving Commitments. In order to remedy the foregoingrespective principal amounts thereof, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt principal amounts of all then outstanding Loans of such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase)Reducing Percentage Lender.
Appears in 1 contract
Commitment Increase. From (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Lenders but with the prior approval of the Administrative Agent and each Issuing Bank, to cause from time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of this Agreement one or more additional financial institutions that is not already a proposed Commitment Increase Lender hereunder and that is reasonably satisfactory to the Administrative Agent if or by allowing one or more existing Lenders to increase their respective Commitments (each of the following conditions have been met:
a “CI Lender”); provided, however that (ai) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who occurred which is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretocontinuing, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to no such Commitment IncreaseIncrease shall cause the Commitments under this Agreement to exceed $1,500,000,000, (iii) opinions of counsel with respect to no Lender’s Commitment shall be increased without such Commitment IncreaseLender’s prior written consent, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoingif, on the effective date of such increase, any Loans have been funded or any LC Exposure exists, then (a) the Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, (b) all conditions to the obligation of any Lender to make a Loan on such date shall have been satisfied, (c) all Loans and participations in the LC Exposure (including participations retained by the applicable Issuing Banks in their capacity as Lenders) shall be fully reallocated on a prorata basis among, and such reallocation shall be agreed to and accepted by, all Lenders (such prorata reallocation to be determined immediately after such increase) and (d) the Borrower shall pay all accrued and unpaid interest on all amounts reallocated to a CI Lender, and (v) each CI Lender that is not already a Lender hereunder shall execute a joinder agreement in the form of Exhibit F attached hereto (a “Joinder Agreement”).
(b) Any Commitment Increase shall be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto and shall be approved by the Administrative Agent, such consent to not be unreasonably withheld. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase, which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the Revolving aggregate amount of the Commitments does not exceed the amount set forth in subsection (a)(ii) above), (iii) the identity of each CI Lender, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Effective Date (includingas defined below). The Administrative Agent shall review each Notice of Commitment Increase and shall notify the Borrower whether or not the Administrative Agent consents to the proposed Commitment Increase. If the Administrative Agent consents to such Commitment Increase (such consent not to be unreasonably withheld) and if each Issuing Bank approves such Commitment Increase, without limitationthe Administrative Agent shall execute a counterpart of the Notice of Commitment Increase and such Commitment Increase shall be effective on the proposed effective date set forth in the Notice of Commitment Increase (if the Administrative Agent consented to such Commitment Increase prior to such proposed date) or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”).
(c) On each Commitment Increase Effective Date, any new Lendersto the extent that there are Loans outstanding as of such date, (i) shall make payments each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative AgentAgent such CI Lender’s New Funds Amount, and which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Administrative Agent agreesshall, upon receipt by wire transfer of all immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such paymentsReducing Percentage Lender, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held shall constitute a prepayment by the Revolving Lenders (includingBorrower pursuant to Section 2.10, without limitation, any new Lenders), pro rata ratably in accordance with the Pro Rate Percentages hereunder respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans.
(d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to (x) a CI Lender’s increase in Commitment or a CI Lender’s new Commitment (as applicable) times (y) the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the applicable Commitment Increase on such Commitment Increase Effective Date) divided by (z) the aggregate Commitments after giving effect to the Commitment Increase); (ii) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Commitment Increase whose relative percentage of the Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means, with respect to any Reducing Percentage Lender, the amount equal to (x) the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date) times (y) the amount (expressed as a decimal) by which such Reducing Percentage Lender’s Applicable Percentage immediately prior to such increase exceeds such Reducing Percentage Lender’s Applicable Percentage after giving effect to the Commitment Increase.
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Commitment Increase. From (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Lenders but with the prior approval of the Administrative Agent (not to be unreasonably withheld or delayed), to cause from time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of this Agreement one or more additional financial institutions that is not already a proposed Commitment Increase Lender hereunder and that is reasonably satisfactory to the Administrative Agent if (each of the following conditions have been met:
a “CI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments; provided, however that (ai) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who occurred which is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretocontinuing, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to no such Commitment IncreaseIncrease shall cause the Commitments under this Agreement to exceed $2,000,000,000, (iii) opinions of counsel with respect to no Lender’s Commitment shall be increased without such Commitment Increase, Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion) and (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoingif, on the effective date of such increase, any Loans have been funded, then the applicable Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans.
(b) Any Commitment Increase shall be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto and shall be approved by the Administrative Agent, such consent to not be unreasonably withheld. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase, which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the Revolving aggregate amount of the Commitments does not exceed the amount set forth in subsection (a)(ii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Effective Date (includingas defined below). The Administrative Agent shall review each Notice of Commitment Increase and shall notify the Borrower whether or not the Administrative Agent consents to the proposed Commitment Increase. If the Administrative Agent consents to such Commitment Increase (such consent not to be unreasonably withheld), without limitationthe Administrative Agent shall execute a counterpart of the Notice of Commitment Increase and such Commitment Increase shall be effective on the proposed effective date set forth in the Notice of Commitment Increase (if the Administrative Agent consented to such Commitment Increase prior to such proposed date) or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”).
(c) On each Commitment Increase Effective Date, any new Lendersto the extent that there are Loans outstanding as of such date, (i) shall make payments each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative AgentAgent such CI Lender’s New Funds Amount, and which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Administrative Agent agreesshall, upon receipt by wire transfer of all immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such paymentsReducing Percentage Lender, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held shall constitute a prepayment by the Revolving Lenders (includingBorrower pursuant to Section 2.11, without limitation, any new Lenders), pro rata ratably in accordance with the Pro Rate Percentages hereunder respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans.
(d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the aggregate Commitments after giving effect to the applicable Commitment Increase).the
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Commitment Increase. From time (a) Subject to time after the Closing Dateterms and conditions set forth herein, the Revolving Commitments may be increased (Borrower shall have the right, without the consent of the Lenders, to cause, but in no event in excess of $50,000,000 not more than five times, an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of a proposed Commitment Increase this Agreement one or more additional lenders that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent if and each of the following conditions have been met:
Issuing Bank (anot to be unreasonably withheld, delayed or conditioned) (each, a “CI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments; provided that (i) no Default or Event of Default shall exist or would result from have occurred and be continuing as of the relevant Commitment Increase Effective Date, (ii) no such Commitment Increase;Increase shall be less than $50,000,000, (iii) the aggregate amount of all such Commitment Increases shall not exceed $1,500,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion) and (v) if, on the effective date of such increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of such outstanding Loans.
(b) no The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto of its intention to increase the Commitments pursuant to this Section 2.02. Each such Notice of Commitment Increase may be in an amount less than $10,000,000;
shall specify (c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(di) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect effective date of all or a portion of the such Commitment Increase (each such Lenderdate, a “New LenderCommitment Increase Effective Date”);
, which date shall be no earlier than five (e5) Business Days after receipt by the proposed Administrative Agent of such Notice of Commitment Increase, together with any prior (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, shall the aggregate amount of all Commitment Increases does not exceed the amount set forth in subsection (a)(iii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Cap; andEffective Date (as defined below).
(fc) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) each existing Lender that has agreed to increase its Commitment shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such Lender’s New Funds Amount, which amount, for each such Lender, shall constitute Loans made by such Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (iii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.11, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iv) the Borrower shall be responsible to pay to each Lender any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of any outstanding Loans; provided that, notwithstanding the foregoing, no Letter of Credit may expire beyond the close of business on the date that is five Business Days prior to the earliest Maturity Date applicable to any Lender, unless the amount of such Letter of Credit on the date of issuance, renewal or extension, as applicable, together with the outstanding LC Exposure at such time, is less than or equal to the total Commitments of all Lenders having a later Maturity Date.
(d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have received the following meanings: (i) an agreement setting forth such “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, or a CI Lender’s Commitment (iias applicable) evidence of corporate authorization on the part represented as a percentage of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving aggregate Commitments in connection with such proposed Commitment Increase. After after giving effect to any Commitment Increase, it may be times the case that aggregate principal amount of the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order immediately prior to remedy the foregoing, on the effective date of the applicable giving effect to such Commitment Increase, if any, as of any Commitment Increase Effective Date (without regard to any increase in the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase).aggregate principal amount of
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Commitment Increase. From time (a) Subject to time after the Closing Dateterms and conditions set forth herein, the Revolving Commitments may be increased (Borrower shall have the right, without the consent of the Lenders, to cause, but in no event in excess of $50,000,000 more than five times, an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of a proposed Commitment Increase this Agreement one or more additional lenders that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent if and each of the following conditions have been met:
Issuing Bank (anot to be unreasonably withheld, delayed or conditioned) (each, a “CI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments; provided that (i) no Default or Event of Default shall exist or would result from have occurred and be continuing as of the relevant Commitment Increase Effective Date, (ii) no such Commitment Increase;Increase shall be less than $50,000,000, (iii) the aggregate amount of all such Commitment Increases shall not exceed $1,500,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion) and (v) if, on the effective date of such increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of such outstanding Loans.
(b) no The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto of its intention to increase the Commitments pursuant to this Section 2.02. Each such Notice of Commitment Increase may be in an amount less than $10,000,000;
shall specify (c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(di) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect effective date of all or a portion of the such Commitment Increase (each such Lenderdate, a “New LenderCommitment Increase Effective Date”);
, which date shall be no earlier than five (e5) Business Days after receipt by the proposed Administrative Agent of such Notice of Commitment Increase, together with any prior (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, shall the aggregate amount of all Commitment Increases does not exceed the amount set forth in subsection (a)(iii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Cap; andEffective Date (as defined below).
(fc) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) each existing Lender that has agreed to increase its Commitment shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such Lender’s New Funds Amount, which amount, for each such Lender, shall constitute Loans made by such Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (iii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.11, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iv) the Borrower shall be responsible to pay to each Lender any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of any outstanding Loans; provided that, notwithstanding the foregoing, no Letter of Credit may expire beyond the close of business on the date that is five Business Days prior to the earliest Maturity Date applicable to any Lender, unless the amount of such Letter of Credit on the date of issuance, renewal or extension, as applicable, together with the outstanding LC Exposure at such time, is less than or equal to the total Commitments of all Lenders having a later Maturity Date.
(d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have received the following meanings: (i) an agreement setting forth such “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, or a CI Lender’s Commitment (iias applicable) evidence of corporate authorization on the part represented as a percentage of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving aggregate Commitments in connection with such proposed Commitment Increase. After after giving effect to any Commitment Increase, it may be times the case that aggregate principal amount of the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order immediately prior to remedy the foregoing, on the effective date of the applicable giving effect to such Commitment Increase, if any, as of any Commitment Increase Effective Date (without regard to any increase in the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt aggregate principal amount of all such payments, to disburse such amounts to the Lenders so that Loans as a result of borrowings made after giving effect thereto to such Commitment Increase on such Commitment Increase Effective Date); (ii) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to any Commitment Increase that does not increase its respective Commitment as a result of such Commitment Increase and whose relative percentage of the Revolving Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans will be held by decrease as of any Commitment Increase Effective Date (without regard to the Revolving Lenders (including, without limitation, effect of any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (borrowings made on such Commitment Increase Effective Date after giving effect to the applicable Commitment IncreaseIncrease occurring on such Commitment Increase Effective Date).
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Commitment Increase. From time (a) The Borrower may, at any time, but in any event not more than once per calendar quarter, prior to time after the Closing latest Maturity Date, by notice to the Revolving Commitments may be increased (but in no event in excess of $50,000,000 Administrative Agent in the aggregate for all such increases) form attached hereto as Exhibit E (the each a “Commitment Increase CapNotice”) such ), request that the aggregate Revolving amount of the Commitments shall be increased by an amount of at no time exceed least $450,000,000 10,000,000 or an integral multiple of $5,000,000 in excess thereof (any such increase, each a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower be effective as of a proposed date that is at least 90 days prior to the latest Maturity Date then in effect (each an “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $1,750,000,000; and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 4.03 shall have been satisfied. The Borrower may extend offers to one or more Lenders and/or to one or more third-party financial institutions reasonably acceptable to the Administrative Agent if to participate in a requested Commitment Increase under this Section 2.15(a); provided, however, that the Commitment of each such third-party financial institution shall be in an amount of the following conditions have been met:
(a) no Default $10,000,000 or Event an integral multiple of Default shall exist $5,000,000 in excess thereof. Any Lender that has received such an offer may accept or would result from decline such Commitment Increase;offer in such Lender’s sole and absolute discretion.
(b) no On each Increase Date, each third-party financial institution that accepts an offer to participate in a requested Commitment Increase may be in accordance with Section 2.15(a) (each such financial institution and each financial institution that becomes a Lender in accordance with Section 2.16(c), an amount less than $10,000,000;
(c“Assuming Lender”) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender party to this Agreement as of such Increase Date with a Commitment in respect the amount of all or its participation in such Commitment Increase, and the Commitment of each Lender that accepts an offer to participate in a portion of the requested Commitment Increase (each such Lender, a an “New Increasing Lender”);
(e) shall be increased by the proposed amount of its participation in such Commitment Increase; provided, together with any prior Commitment Increasehowever, shall not exceed the Commitment Increase Cap; and
(f) that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date:
(i) certified copies of resolutions of the board of directors of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement and an agreement setting forth such Commitment Increaseopinion of counsel for the Borrower (which may be in-house counsel), together with Lender Addendums and promissory notes with respect theretoin each case, reasonably satisfactory to the Administrative Agent;
(ii) evidence of corporate authorization on an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the part of Borrower and the Loan Parties with respect to Administrative Agent (each an “Assumption Agreement”), duly executed by such Commitment IncreaseAssuming Lender, the Administrative Agent and the Borrower; and
(iii) opinions confirmation from each Increasing Lender of counsel with respect to such the increase in the amount of its Commitment Increase, (iv) amendments in a writing reasonably satisfactory to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment the Administrative Agent. On each Increase and (vi) evidence of the satisfaction Date, upon fulfillment of the conditions set forth in clauses (athe immediately preceding sentence of this Section 2.15(b) through (d) above and in connection with such Commitment IncreaseSection 4.03, in each case as the Administrative 30 Agent may reasonably request. Each of shall notify the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenderseach Assuming Lender) shall make payments to the Administrative Agent, and the Administrative Agent agreesBorrower, upon receipt on or before 1:00 p.m., New York City time, by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.
(c) On the Increase Date, if any Loans are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 9.04) prepay Loans of all such payments, to disburse such amounts to or certain of the Lenders so that such that, after giving effect thereto thereto, the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders), pro rata ) ratably in accordance with the Pro Rate Percentages hereunder (their respective Applicable Percentage after giving effect to the applicable such Commitment Increase). On and after each Increase Date, the Applicable Percentage of each Lender’s participation in Loans shall be calculated after giving effect to each such Commitment Increase.
Appears in 1 contract
Sources: Five Year Senior Unsecured Credit Agreement (TYCO INTERNATIONAL PLC)
Commitment Increase. From time On any date prior to time after the Closing latest Termination Date, the Revolving Borrowers may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in for any such increase but not more than $500,000,000 (the aggregate “Maximum Accordion Amount”) for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 increases (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lendersexisting Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent agreesin consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase shall not exceed the amount of the Commitment Increase). The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks.
Appears in 1 contract
Sources: Credit Agreement (Firstenergy Corp)
Commitment Increase. From time (a) Subject to time after the Closing Dateconditions set forth in clauses (b) and (c) of this Section 2.14, the Revolving Borrower may request that the amount of the aggregate Commitments be increased one or more times, in each case in a minimum amount of $10,000,000 or in integral multiples of $10,000,000 in excess thereof; provided that, the aggregate Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time not exceed $450,000,000 200,000,000.
(b) Each such increase shall be effective, without the consent of any such increase, a “Commitment Increase”Bank (other than any Bank increasing its Commitment) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of only upon the following conditions have been met:
being satisfied: (ai) no Default or Event of Default shall exist has occurred and is continuing at the time thereof or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretocaused thereby, (ii) evidence of corporate authorization on either the part Banks having Commitments hereunder at the time the increase is requested agree to increase their Commitments in the amount of the Loan Parties with respect requested increase or other financial institutions satisfying the definition of Eligible Assignee agree to such make a Commitment Increasein the amount of the difference between the amount of the increase requested by the Borrower and the amount by which the Banks having Commitments hereunder at the time the increase is requested are increasing their Commitments, (iii) opinions of counsel with respect such Banks and other financial institutions, if any, shall have executed and delivered to such the Administrative Agent a Commitment IncreaseIncrease Agreement or a New Bank Agreement, as applicable, and (iv) amendments to the Security Documents in connection with Borrower shall have delivered such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of authority for the satisfaction increase (including without limitation, certified resolutions of the conditions set forth in clauses (aapplicable board of directors of the General Partner authorizing such increase) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request.
(c) Each financing institution to be added to this Agreement as described in Section 2.14(b)(ii) above shall execute and deliver to the Administrative Agent a New Bank Agreement, pursuant to which it becomes a party to this Agreement. Each Bank agreeing to increase its Commitment as described in Section 2.14(b)(ii) shall execute and deliver to the Administrative Agent a Commitment Increase Agreement pursuant to which it increases its Commitment hereunder. In addition, a Responsible Officer shall execute and deliver to the Administrative Agent, for each Bank being added to this Agreement, a Note payable to such new Bank in the principal amount of the BorrowerCommitment of such Bank, Lenders and for each Bank increasing its Commitment, a replacement Note payable to such Bank, in the principal amount of the increased Commitment of such Bank. Each such Note shall be dated the effective date of the pertinent New Lender Agreement or Commitment Increase Agreement. Upon execution and delivery to the Administrative Agent acknowledges of the Note and agrees that each the execution by the Administrative Agent of the relevant New Lender Agreement or Commitment Increase meeting Agreement, as the conditions set forth case may be, such new financing institution shall constitute a “Bank” hereunder with a Commitment as specified therein, or such existing Bank’s Commitment shall increase as specified therein, as the case may be, and the Administrative Agent shall notify all Banks of such addition or increase, and the final allocations thereof, and provide a revised Schedule 1.01(a) reflecting such additions or increase.
(d) Notwithstanding anything to the contrary in this Section 2.20 2.14, the Banks having Commitments hereunder at the time any such increase is requested shall have the first right, but shall not require be obligated, to participate in such increase by agreeing to increase their respective Commitments by their Pro Rata Share to the consent extent of such increase. The Administrative Agent shall not, and shall not be obligated to, permit any Lender other than those Lendersfinancial institutions that do not have, if anyat that time, which Commitments hereunder to make commitments for portions of the requested increase not assumed by the Banks having Commitments hereunder until each of such Banks have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increaseor declined to do so. After giving effect To facilitate the Banks’ right of first refusal, the Borrower shall, by written notice to any Commitment Increase, it may be the case that Administrative Agent (which shall promptly deliver a copy to each Bank) given not less than 30 days prior to the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the requested effective date of the applicable increase in Commitment Increase(the “Increase Effective Date”), request that the Revolving Lenders (includingBanks increase their Commitments. Each Bank shall, without limitation, any new Lenders) shall make payments by notice to the Administrative Agent, Borrower and the Administrative Agent agrees, upon given not later than 15 days following receipt of all the Borrower’s request, advise the Borrower whether or not it will increase its Commitment as of the Increase Effective Date. Any Bank that has not so advised the Borrower and the Administrative Agent by such payments, day shall be deemed to disburse have declined to agree to such amounts increase in its Commitment. The decision to increase its Commitment hereunder shall be at the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase)sole discretion of each Bank.
Appears in 1 contract
Commitment Increase. From time (a) The Borrower may, at any time, but in any event not more than once per calendar quarter, prior to time after the Closing Maturity Date, by notice to the Revolving Commitments may be increased (but in no event in excess of $50,000,000 Administrative Agent in the aggregate for all such increases) form attached hereto as Exhibit E (the each a “Commitment Increase CapNotice”) such ), request that the aggregate Revolving amount of the Commitments shall be increased by an amount of at no time exceed least $450,000,000 10,000,000 or an integral multiple of $5,000,000 in excess thereof (any such increase, each a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower be effective as of a proposed date that is at least 90 days prior to the scheduled Maturity Date then in effect (each an “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however that (i) in no event shall the aggregate amount of the Commitments at any time exceed $750,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date the conditions set forth in Section 4.03 shall have been satisfied. The Borrower may extend offers to one or more Lenders and/or to one or more third party financial institutions reasonably acceptable to the Administrative Agent if to participate in a requested Commitment Increase under this Section 2.14(a); provided, however, that the Commitment of each such third party financial institution shall be in an amount of the following conditions have been met:
(a) no Default $10,000,000 or Event an integral multiple of Default shall exist $5,000,000 in excess thereof. Any Lender that has received such an offer may accept or would result from decline such Commitment Increase;offer in such Lender’s sole and absolute discretion.
(b) no On each Increase Date, each third party financial institution that accepts an offer to participate in a requested Commitment Increase may be in accordance with Section 2.14(a) (each such financial institution, an amount less than $10,000,000;
(c“Assuming Lender”) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender party to this Agreement as of such Increase Date with a Commitment in respect the amount of all or its participation in such Commitment Increase and the Commitment of each Lender that accepts an offer to participate in a portion of the requested Commitment Increase (each such Lender, a an “New Increasing Lender”);
(e) shall be increased by the proposed amount of its participation in such Commitment Increase; provided, together with any prior Commitment Increasehowever, shall not exceed the Commitment Increase Cap; and
(f) that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date:
(i) certified copies of resolutions of the Board of Directors of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement and an agreement setting forth such Commitment Increaseopinion of counsel for the Borrower (which may be in-house counsel), together with Lender Addendums and promissory notes with respect theretoin each case, reasonably satisfactory to the Administrative Agent;
(ii) evidence of corporate authorization on an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the part of Borrower and the Loan Parties with respect to Administrative Agent (each an “Assumption Agreement”), duly executed by such Commitment IncreaseAssuming Lender, the Administrative Agent and the Borrower; and
(iii) opinions confirmation from each Increasing Lender of counsel with respect to such the increase in the amount of its Commitment Increase, (iv) amendments in a writing reasonably satisfactory to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment the Administrative Agent. On each Increase and (vi) evidence of the satisfaction Date, upon fulfillment of the conditions set forth in clauses (athe immediately preceding sentence of this Section 2.14(b) through (d) above and in connection with such Commitment IncreaseSection 4.03, in each case as the Administrative Agent may reasonably request. Each of shall notify the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenderseach Assuming Lender) shall make payments to the Administrative Agent, and the Administrative Agent agreesBorrower, upon receipt on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.
(c) On the Increase Date, if any Loans are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 9.04) prepay Loans of all such payments, to disburse such amounts to or certain of the Lenders so that such that, after giving effect thereto thereto, the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders), pro rata ) ratably in accordance with the Pro Rate Percentages hereunder (their respective Applicable Percentage after giving effect to the applicable such Commitment Increase). On and after each Increase Date, the Applicable Percentage of each Lender’s participation in Loans shall be calculated after giving effect to each such Commitment Increase.
Appears in 1 contract
Sources: Senior Unsecured Credit Agreement (Tyco International LTD /Ber/)
Commitment Increase. From time (a) Subject to time after the Closing Dateterms and conditions set forth herein, the Revolving Commitments may be increased (Borrower shall have the right, without the consent of the Lenders, to cause, but in no event in excess of $50,000,000 more than five times, an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of a proposed Commitment Increase this Agreement one or more additional lenders that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent if and each of the following conditions have been met:
Issuing Bank (anot to be unreasonably withheld, delayed or conditioned) (each, a “CI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments; provided that (i) no Default or Event of Default shall exist or would result from have occurred and be continuing as of the relevant Commitment Increase Effective Date, (ii) no such Commitment Increase;Increase shall be less than $50,000,000, (iii) the aggregate amount of all such Commitment Increases shall not exceed $1,500,000,000, (iv) no Lender's Commitment shall be increased without such Lender's prior written consent (which consent may be given or withheld in such Lender's sole and absolute discretion) and (v) if, on the effective date of such increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of such outstanding Loans.
(b) no The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto of its intention to increase the Commitments pursuant to this Section 2.02. Each such Notice of Commitment Increase may be in an amount less than $10,000,000;
shall specify (c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(di) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect effective date of all or a portion of the such Commitment Increase (each such Lenderdate, a “New LenderCommitment Increase Effective Date”);
, which date shall be no earlier than five (e5) Business Days after receipt by the proposed Administrative Agent of such Notice of Commitment Increase, together with any prior (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, shall the aggregate amount of all Commitment Increases does not exceed the amount set forth in subsection (a)(iii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Cap; andEffective Date (as defined below).
(fc) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender's New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) each existing Lender that has agreed to increase its Commitment shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such Lender's New Funds Amount, which amount, for each such Lender, shall constitute Loans made by such Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (iii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.11, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iv) the Borrower shall be responsible to pay to each Lender any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of any outstanding Loans; provided that, notwithstanding the foregoing, no Letter of Credit may expire beyond the close of business on the date that is five Business Days prior to the earliest Maturity Date applicable to any Lender, unless the amount of such Letter of Credit on the date of issuance, renewal or extension, as applicable, together with the outstanding LC Exposure at such time, is less than or equal to the total Commitments of all Lenders having a later Maturity Date.
(d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have received the following meanings: (i) an agreement setting forth such ”New Funds Amount” means the amount equal to the product of a Lender's increased Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, or a CI Lender's Commitment (iias applicable) evidence of corporate authorization on the part represented as a percentage of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving aggregate Commitments in connection with such proposed Commitment Increase. After after giving effect to any Commitment Increase, it may be times the case that aggregate principal amount of the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order immediately prior to remedy the foregoing, on the effective date of the applicable giving effect to such Commitment Increase, if any, as of any Commitment Increase Effective Date (without regard to any increase in the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt aggregate principal amount of all such payments, to disburse such amounts to the Lenders so that Loans as a result of borrowings made after giving effect thereto to such Commitment Increase on such Commitment Increase Effective Date); (ii) ”Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to any Commitment Increase that does not increase its respective Commitment as a result of such Commitment Increase and whose relative percentage of the Revolving Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) ”Reduction Amount” means the amount by which a Reducing Percentage Lender's outstanding Loans will be held by decrease as of any Commitment Increase Effective Date (without regard to the Revolving Lenders (including, without limitation, effect of any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (borrowings made on such Commitment Increase Effective Date after giving effect to the applicable Commitment IncreaseIncrease occurring on such Commitment Increase Effective Date).
Appears in 1 contract
Commitment Increase. (a) From time to time on and after the Closing Date and prior to the Revolving Credit Termination Date, the Borrower may, upon at least 20 days’ notice to and with the consent of the Administrative Agent (which shall promptly provide a copy of such notice and consent to the Lenders), propose to increase the aggregate amount of the Revolving Credit Commitments may be increased by an amount which (but i) is not less than $5,000,000 and, if greater, an integral multiple of $1,000,000 in no event excess thereof, with respect to any such request and (ii) when aggregated with all prior and concurrent increases in the Revolving Credit Commitments pursuant to this Section 2.21, is not in excess of $50,000,000 in 50,000,000. If so consented to by the Administrative Agent, the Borrower may increase the aggregate for all such increasesamount of the Revolving Credit Commitments by (x) having another lender or lenders (the each, an “Commitment Increase CapAdditional Lender”) become party to this Agreement, (y) agreeing with any Lender (with the consent of such that the aggregate Lender in its sole discretion) to increase its Revolving Commitments shall at no time exceed $450,000,000 Credit Commitment hereunder (any such increaseeach, a an “Commitment IncreaseIncreasing Lender”) at the option of Borrower pursuant to delivery of written notice from Borrower of or (z) a proposed Commitment Increase to the Administrative Agent if each combination of the following conditions have been met:
procedures described in clauses (ax) and (y) above; provided that no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Credit Commitment without its consent.
(b) Any increase in connection with any Commitment Increasethe Revolving Credit Commitments pursuant to this Section 2.21 shall be subject to satisfaction of the following conditions:
(i) The Borrower shall deliver to the Administrative Agent a certificate dated as of the applicable increase date duly executed by an Authorized Officer thereof certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase;
(dii) Each of the proposed Commitment Increase representations and warranties contained in Article V and in the other Credit Documents shall be true and correct, in all material respects, on and as of such Borrowing Date (including the Closing Date, in the case of the initial Loans made hereunder) or date of issuance of a Letter of Credit with the same effect as if made on and as of such date, both immediately before and after giving effect to the Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been consented to made as of a specific date, in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) which case such representation or warranty shall be true and that has agreed to become a Lender in respect correct as of all or a portion of the Commitment Increase (each such Lender, a “New Lender”date);
(eiii) Immediately after giving effect to such increase and any Indebtedness to be incurred in connection therewith, the proposed Commitment Increase, together Borrower shall be in compliance with any prior Commitment Increase, shall not exceed Section 7.1 (determined on a pro forma basis for the Commitment Increase CapReference Period then most recently ended for which the Borrower has delivered the financial statements required by Section 6.1 (and a Compliance Certificate)); and
(fiv) At the Administrative Agent time of such increase, no Default shall have received occurred and be continuing or would result from such increase.
(c) Upon any increase in the amount of the Revolving Credit Commitments pursuant to this Section 2.21 (each, an “Additional Commitment”):
(i) an Each Additional Lender and Increasing Lender shall enter into a joinder agreement setting forth pursuant to which such Commitment IncreaseAdditional Lender or Increasing Lender shall, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence as of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of such increase, undertake an Additional Commitment (or, in the applicable case of an Increasing Lender, pursuant to which such Increasing Lender’s Commitment Increaseshall be increased in the agreed amount on such date) and such Additional Lender shall thereupon become (or, the if an Increasing Lender, continue to be) a “Revolving Lenders Credit Lender” for all purposes hereof.
(includingii) The Borrower shall, without limitationas applicable, any new Lenders) shall make payments to in coordination with the Administrative Agent, repay outstanding Loans and the Administrative Agent agreesincur additional Loans from other Lenders, upon receipt of all such paymentspursuant to a reallocation agreement or otherwise, to disburse such amounts to so that the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), participate in each Borrowing pro rata in accordance with on the Pro Rate Percentages hereunder basis of their respective Revolving Credit Commitments (after giving effect to any increase in the Commitments pursuant to this Section 2.21). Amounts payable under Section 2.18 as a result of the actions required to be taken under this Section 2.21 shall be paid in full by the Borrower.
(iii) If any such Additional Lender is a Foreign Lender, such Additional Lender shall deliver the forms required by Section 2.17.
(d) Each Additional Commitment shall be made on the same terms as the Revolving Credit Commitments in existence immediately prior to the date of such Additional Commitment; provided that the up-front fees applicable to any Additional Commitment Increase)shall be as determined by the Borrower, the Administrative Agent and the Additional Lender providing such Additional Commitment.
Appears in 1 contract
Commitment Increase. From time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of Upon 15 days' advance written notice from the Borrower of a proposed Commitment Increase to the Administrative Agent if each Banks, and in increments of $2.5 million, up to $12.5 million of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such amount available under the Aggregate Revolving Credit Commitment Increase;
(b) no Commitment Increase may be in an converted to amounts available under the Employee Loan Commitment, and up to $12.5 million of the amount less available under the Employee Loan Commitment may similarly be converted to amounts available under the Aggregate Revolving Credit Commitment; provided, however, that such conversions may be implemented on no more than $10,000,000;
(c) no existing Lender two occasions during any fiscal year of the Borrower; and provided, further, that any Loans outstanding which would cause the applicable Commitment as a result of such conversions to be exceeded shall be obligated repaid in the amount of such excess before giving effect to any such conversions. Each increase its hereunder in the Employee Loan Commitment or the Aggregate Revolving Credit Commitment shall reduce, dollar for dollar, the amount available under the Aggregate Revolving Credit Commitment or the Employee Loan Commitment, respectively. The Revolving Credit Commitment and the Employee Loan Participation of each Bank shall be ratably increased or decreased, as appropriate, with each increase or decrease in connection with any the Aggregate Revolving Credit Commitment Increase;
(d) and the proposed Commitment Increase Employee Loan Commitment. At no time shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such the Aggregate Revolving Credit Commitment Increase, together with Lender Addendums and promissory notes with respect theretoexceed $107.5 million, (ii) evidence of corporate authorization on the part of the Employee Loan Parties with respect to such Commitment Increaseexceed $37.5 million, or (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence aggregate of the satisfaction of Total Commitments exceed $120 million. The Aggregate Revolving Credit Commitment in effect on the conditions set forth in clauses (a) through Maturity Date for Employees Loans, as such amount has been increased or decreased pursuant to this subsection (d) above ), shall continue in connection with such Commitment Increase, in each case effect as the Administrative Agent may reasonably request. Each of the BorrowerAggregate Revolving Credit Commitment thereafter, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with except as such proposed Commitment Increase. After giving effect to any Commitment Increase, it amount may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order reduced pursuant to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders subsection (including, without limitation, any new Lenderse) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase)below.
Appears in 1 contract
Sources: Credit Agreement (Watson Wyatt & Co)
Commitment Increase. From time (i) On any date prior to time after the Closing latest Termination Date, the Revolving Borrowers may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in for any such increase but not more than $500,000,000 (the aggregate “Maximum Accordion Amount”) for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 increases (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lendersexisting Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent agreesin consultation with FE, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the 40 752938400 increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon receipt giving effect to the Commitment Increase shall not exceed the amount of all the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such payments, to disburse such amounts notice to the Lenders so and the Fronting Banks.
(ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect thereto to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the Revolving Loans will be held case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Revolving Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase.
(iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder their respective Commitments (after giving effect to the applicable such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12.
(iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Sources: Credit Agreement (Firstenergy Corp)
Commitment Increase. From time (a) Each Augmenting Lender agrees that, on and as of the Amendment Effective Date (as defined below), such Augmenting Lender shall hold a Revolving Commitment equal to time the amount set forth opposite its name on Schedule I hereto. Each Augmenting Lender further acknowledges and agrees that the date referred to in clause (a) of the term “Revolving Maturity Date”, as such term applies to such Augmenting Lender and its Revolving Commitment, is July 6, 2024. The parties hereto hereby acknowledge that, on the Amendment Effective Date immediately after the Closing Dateeffectiveness of the Commitment Increase contemplated hereby, the Revolving Commitments may be increased (but in no event in excess Commitment of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;Lender are as set forth on Schedule II hereto.
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Each Augmenting Lender acknowledges and agrees that, on and as of the Amendment Effective Date, such Augmenting Lender shall become a party to the Credit Agreement and shall be obligated to increase its a Lender and a Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase Lender under, and shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) all the rights and that has agreed to become obligations of a Lender in respect of all or and a portion Revolving Lender under, the Credit Agreement. In furtherance of the Commitment Increase (foregoing, each such LenderAugmenting Lender acknowledges and agrees that, a “New Lender”);
(e) on the proposed Commitment Increase, together with Amendment Effective Date and without any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization further action on the part of the Loan Parties with respect applicable Issuing Bank or the Revolving Lenders, each Issuing Bank shall have granted to such Commitment IncreaseAugmenting Lender, (iii) opinions and such Augmenting Lender shall have acquired from such Issuing Bank, a participation in each Letter of counsel with respect Credit issued by such Issuing Bank and outstanding on the Amendment Effective Date equal to such Augmenting Lenders’ ratable share (based on its Revolving Commitment Increase, (iv) amendments and as automatically redetermined on the Amendment Effective Date to give effect to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vieffected hereby) evidence of the satisfaction amount available to be drawn under such Letter of Credit. Such participation shall be governed by the terms of Section 2.21 of the conditions set forth in clauses Credit Agreement.
(ac) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, each Issuing Bank and each Swingline Lender hereby approves, for purposes of Section 2.18(a) of the Credit Agreement with respect to the Commitment Increase effected hereby, the identity of each Augmenting Lender.
(d) The parties hereto agree that this Amendment, together with the related prior written notice delivered by the Parent Borrower to the Administrative Agent agreespursuant to Section 2.18(a) of the Credit Agreement, upon receipt of all such payments, to disburse such amounts constitute the Increase Amendment with respect to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase)Increase effected hereby.
Appears in 1 contract
Sources: Credit Agreement (Kraft Heinz Co)
Commitment Increase. From time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(a) Provided that no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who has occurred and is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lendercontinuing, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments subject to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower terms and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 §2.11, the Borrower shall have the option at any time and from time to time before at least three (3) months prior to the Maturity Date to request an increase in the Total Commitment to not more than $100,000,000 (after giving effect to each such increase), by giving written notice to the Agent (each, an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $5,000,000. Upon receipt of any Increase Notice, the Agent and the Arranger shall use best efforts to, and Borrower may, but shall not require be obligated to, invite one or more Lenders or other banks or lending institutions (which other banks or lending institutions shall be reasonably acceptable to Agent, Arrangers and Borrower) to become a Lender and provide an additional Commitment. If the consent requested increase is oversubscribed then the Agent and the Arranger shall allocate the Commitment Increase among the Lenders or other banks or financial institutions who provide such commitment letters on such basis mutually acceptable to each of any Lender other than those Lendersthe Borrower, Agent and Arranger. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the additional Commitment to be provided by each Lender and the revised Applicable Percentages which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may shall be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on applicable after the effective date of the applicable Commitment IncreaseIncrease specified therein (the “Commitment Increase Date”). In no event shall any Lender be obligated to provide an additional Commitment.
(b) On each Commitment Increase Date the outstanding principal balance of the Loans shall be reallocated among the Lenders such that after the Commitment Increase Date the outstanding principal amount of Loans owed to each Lender shall be equal to such Lender’s Commitment Percentage (as in effect after each Commitment Increase Date) of the outstanding principal amount of all Loans. On each Commitment Increase Date those Lenders whose Commitment Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall be distributed among the Lenders as necessary to accomplish the required reallocation of the outstanding Loans. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitment Percentage.
(c) On each Commitment Increase Date, the Revolving Lenders (includingAgent may unilaterally revise Schedule 1.1 and the Borrower shall, without limitationif requested by such new Lender, any new Lenders) shall make payments execute and deliver to the Administrative Agent, and Agent a new Note for each Lender whose Commitment has changed or who has provided a new Commitment so that the Administrative principal amount of such Lender’s Note shall equal its aggregate Commitment as increased thereby. The Agent agrees, upon receipt of all shall deliver such payments, to disburse such amounts replacement Notes to the respective Lenders so in exchange for the Notes replaced thereby which shall be surrendered by such Lenders and delivered to Borrower. Such new Notes shall provide that after giving effect thereto they are replacements for the Revolving Loans will surrendered Notes and that they do not constitute a novation, shall be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to dated as of the applicable Commitment Increase)Increase Date and shall otherwise be in substantially the form of the replaced Notes.
(d) Notwithstanding anything to the contrary contained herein, any increase in the Total Commitment pursuant to this §2.11 shall be conditioned upon satisfaction or waiver of the following conditions precedent which must be satisfied or waived prior to the effectiveness of any increase of the Total Commitment:
Appears in 1 contract
Commitment Increase. From time (i) On any date prior to time after the Closing Termination Date, but no more than once in each calendar year, the Revolving Borrowers may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in the and up to an aggregate amount for all such increases) (increases not more than the “Commitment Increase Cap”) such that sum of the aggregate Revolving amount of the Commitments shall at no time exceed on the date of such request plus $450,000,000 500,000,000 (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lendersexisting Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks and the Swing Line Lenders, (ii) the allocations of the Commitment Increase among the Increasing Lenders so that after giving effect thereto shall be based on the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (ratio of each Increasing Lender’s proposed Commitment amount after giving effect to such Commitment Increase to the applicable aggregate amount of all Increasing Lenders’ proposed Commitment amounts after giving effect to such Commitment Increase), and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks.
Appears in 1 contract
Sources: Credit Agreement Amendment (FirstEnergy Solutions Corp.)
Commitment Increase. From (a) The Borrower Agent may at any time or from time to time after the Closing Date, by notice to the Revolving Commitments may be increased Agent (but in no event in excess whereupon the Agent shall promptly deliver a copy to each of $50,000,000 the Lenders), request one or more increases in the aggregate for all such increases) amount of the Commitments (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any each such increase, a “Commitment Increase”) at ); provided that upon the option effectiveness of Borrower pursuant any Incremental Amendment referred to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(a) below, no Default or Event of Default shall exist and each Commitment Increase shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Commitment Increases shall not exceed $100,000,000. Each notice from the Borrower pursuant to this Section 2.3.1 shall set forth the requested amount of the relevant Commitment Increases. Commitment Increases may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide a portion of any Commitment Increase) or would result from by any other Eligible Assignee. Commitments in respect of Commitment Increases shall become Commitments (or in the case of a Commitment Increase to be provided by an existing Lender, an increase in such Lender’s applicable Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to Schedule 1.1 (with a joinder agreement in the case of any Eligible Assignee providing any portion of such Commitment Increase;Increases), executed by the Agent, each Lender and Eligible Assignee agreeing to provide any portion of a Commitment Increase and the Obligors, and reaffirmations of the Security Documents and any other Loan Documents as reasonably requested by Agent, executed by the Obligors. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate (including any increase in the Applicable Margin and the fees set out in Sections 3.2.1 and 3.2.3, provided that any such increase shall apply to and be for the benefit of all the Lenders), in the reasonable opinion of the Agent and the Borrower, to effect the provisions of this Section 2.
3.1. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 6.2 (it being understood that all references to “the date of such funding, issuance or grant” or similar language in such Section 6.2 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as may be required by the Agent. The Borrower may use Commitment Increases for any purpose not prohibited by this Agreement.
(b) no Commitment Increase may Upon each increase in the Commitments pursuant to this Section 2.3.1, (x) each Lender immediately prior to such increase will automatically and without further act be in an amount less than $10,000,000;
(c) no existing deemed to have assigned to each Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or providing a portion of the Commitment Increase (each a “Commitment Increase Lender”) in respect of such increase, and each such Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, a “New after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swingline Loans held by each Lender (including each such Commitment Increase Lender”);
) will equal the percentage of the aggregate Commitments of all Lenders represented by such Lender’s Commitment and (ey) if, on the proposed date of such increase, there are any Loans outstanding, portions of such Loans shall on the date of the effectiveness of such Commitment Increase, together Increase be prepaid with any prior Commitment Increase, shall not exceed the proceeds of additional Loans made by the Commitment Increase Cap; and
Lenders (f) such that after giving effect to such prepayment, the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part percentage of the Loan Parties with respect Loans held by each Lender will equal the percentage of the aggregate Commitments of all Lenders represented by such Lender’s Commitment after giving effect to such Commitment Increase), which prepayment shall be accompanied by accrued interest on the Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.9. The Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. Except as permitted under Section 2.3.1
(iiia) opinions of counsel with respect to any increase in Applicable Margin and fees, the terms and conditions of such Commitment Increase, Increases (ivincluding pricing and maturity date) amendments shall be identical to those applicable to the Security Documents in connection with Aggregate Commitments immediately prior to the effectiveness of such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower Increases and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, commitments shall constitute Commitments hereunder. This Section 2.3.1 shall supersede any new Lenders) shall make payments provisions in Section 12.5 or 15.1 to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase)contrary.
Appears in 1 contract
Sources: Loan Agreement (Solo Cup CO)
Commitment Increase. From (a) Subject to the terms and conditions set forth herein, the Company shall have the right from time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 to cause an increase in the aggregate for all such increases) total Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of this Agreement one or more additional financial institutions that are not already Lenders hereunder (each, a proposed “New Lender”) or by allowing one or more existing Lenders to increase their respective Commitments; provided that (i) both before and immediately after giving effect to such Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(a) Increase, no Default or Event of Default shall exist or would result from have occurred and be continuing as of the effective date of such Commitment Increase;
Increase (bsuch date, the “Commitment Increase Date”), (ii) no such Commitment Increase may shall be in an amount less than $10,000,000;, (iii) the aggregate amount of all such Commitment Increases shall not exceed $250,000,000, and after giving effect to all such Commitment Increases, the total Commitments shall not exceed $1,350,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion) and (v) each New Lender and any increase in the Commitment of an existing Lender pursuant to any Commitment Increase shall be subject to the prior written consent of the Administrative Agent and each Issuing Bank (each such consent not to be unreasonably withheld or delayed).
(cb) no existing Lender The Company shall be obligated provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) of its intention to increase its Revolving the total Commitments pursuant to this Section 2.20. Each such Notice of Commitment in connection with any Commitment Increase;
Increase shall specify (di) the proposed Commitment Increase Date, which date shall have been consented to in writing be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase, (iii) as applicable, the identity of each New Lender and/or existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the New Lenders from and after the Commitment Increase Date.
(c) On any Commitment Increase Date, the Lenders shall purchase and assume (without recourse or warranty) from the other Lenders (i) Loans, to the extent that there are any Loans then outstanding, and (ii) undivided participation interests in any outstanding LC Exposure, in each case, to the extent necessary to ensure that after giving effect to the Commitment Increase, each Lender has outstanding Loans and participation interests in outstanding LC Exposure equal to its Applicable Percentage of the total Commitments. Each Lender shall make any payment required to be made by it pursuant to the preceding sentence via wire transfer to the Administrative Agent on the Commitment Increase Date. Each existing Lender shall be automatically deemed to have assigned any outstanding Loans on the Commitment Increase Date and the existing Lenders, each New Lender and the Borrowers each agree to take any further steps reasonably requested by the Administrative Agent, in each case to the extent deemed necessary by the Administrative Agent to effectuate the provisions of the preceding sentences, including, without limitation, the execution and delivery of one or more joinder or similar agreements. If, on such Commitment Increase Date, any Loans that are Eurodollar Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.15 in connection with the reallocation of such outstanding Loans to effectuate the provisions of this paragraph.
(d) Each Commitment Increase shall become effective on the respective Commitment Increase Date and upon such effectiveness: (i) to the extent applicable, the Administrative Agent shall record in the Register each New Lender’s information as provided in the applicable Notice of Commitment Increase and pursuant to an Administrative Questionnaire that shall be executed and delivered by each New Lender to the Administrative Agent on or before such Commitment Increase Date, (ii) Schedule 2.01 shall be amended and restated to set forth all Lenders (including any New Lenders) that will be Lenders hereunder after giving effect to such Commitment Increase (which amended and restated Schedule 2.01 shall be set forth in Annex I to the applicable Notice of Commitment Increase) and the Administrative Agent shall distribute to each Lender (including each New Lender) a copy of such amended and restated Schedule 2.01, and (iii) each New Lender in respect identified on the Notice of Commitment Increase for such Commitment Increase shall be a “Lender” for all or purposes under this Agreement.
(e) As a portion condition precedent to any Commitment Increase, the Company shall deliver to the Administrative Agent (i) a certificate of a Responsible Officer of the Company dated as of the Commitment Increase (each Date certifying and attaching the resolutions adopted by the Borrowers approving or consenting to such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increaseand certifying that, together with Lender Addendums before and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect after giving effect to such Commitment Increase, (iiiA) opinions the representations and warranties contained in this Agreement made by the Borrowers are true and correct on and as of counsel with respect the Commitment Increase Date (unless such representations and warranties are stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date) and (B) no Default or Event of Default exists or will exist as of the Commitment IncreaseIncrease Date, and (ivii) amendments to any legal opinions, certificates and/or other documents reasonably requested by the Security Documents Administrative Agent in connection with such the Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase).
Appears in 1 contract
Commitment Increase. From time (i) On any date prior to time after the Closing latest Termination Date, the Revolving Borrower may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in for any such increase but not more than $250,000,000 (the aggregate “Maximum Accordion Amount”) for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 increases (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lendersexisting Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent agreesin consultation with the Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon receipt giving effect to the Commitment Increase shall not exceed the amount of all the Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such payments, to disburse such amounts notice to the Lenders so and the Fronting Banks. 40 753190981
(ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of the Borrower stating that both before and after giving effect thereto the Revolving Loans will be held to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by the Revolving Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of the Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of the Borrower approving such Commitment Increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by the Borrower for such Commitment Increase.
(iii) Upon the effective date of any Commitment Increase, the Borrower shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder their respective Commitments (after giving effect to the applicable such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12.
(iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Sources: Credit Agreement (Firstenergy Corp)
Commitment Increase. From time Borrower may, by written notice to time after the Closing DateAgent Bank and the Lenders, increase the Revolving Commitments may be increased Aggregate Commitment by up to an additional Fifteen Million Dollars (but in no event in excess of $50,000,000 in the aggregate for all such increases15,000,000.00) (the “actual amount of such increase to the Aggregate Commitment Increase Cap”) such that being herein referred to as the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “"Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
"); provided that (ai) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) has occurred and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretoremain continuing, (ii) evidence of corporate authorization on no more than two (2) Commitment Increases may be made during the part term of the Loan Parties with respect to Credit Facility and in no case shall the total of such Commitment IncreaseIncreases exceed Fifteen Million Dollars ($15,000,000.00) in the aggregate, (iii) opinions the obligation to fund the Commitment Increase is assumed by a Lender or Lenders then party to this Credit Agreement or (after having first offered the Commitment Increase to the Lenders then party to the Credit Agreement) by a Person or Persons that are Eligible Assignees, in each case acceptable to Borrower and, in the latter case, reasonably acceptable to the Agent Bank, and in each instance evidenced in writing by execution of counsel with respect an Assumption and Consent Agreement in the form of Exhibit L attached hereto, executed by each such assuming Lender or Eligible Assignee, Agent Bank and Borrower, provided that no Lender shall have any obligation to such Commitment Increaseincrease its Syndication Interest in effect as of the Restatement Effective Date, (iv) amendments each such assuming Lender or Eligible Assignee concurrently purchases a Pro Rata Share of the Funded Outstandings from the Lenders party to the Security Documents in connection with Credit Agreement (and each Lender hereby agrees to sell the appropriate proportion of its Pro Rata Share at par value to such Commitment Increase, (vassuming Lender or Eligible Assignee) on behalf that is equivalent to the increased new Pro Rata Share of each existing such assuming Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (or Eligible Assignee after giving effect to the applicable Commitment Increase and such Lender's Syndication Interest in the Aggregate Commitment, (v) Borrower pays Agent Bank any amount owing under Section 2.07(c) and any fees owing to the Agent Bank or to the assuming Lenders or Eligible Assignees committing to fund the Commitment Increase based upon negotiations made in connection with the funding of the Commitment Increase), (vi) the Commitment Increase shall not increase the Pro Rata Share of the Aggregate Commitment and the Pro Rata Share of the amount of the Funded Outstandings held by any other Lender absent the express written consent of that Lender, (vii) the Commitment Increase shall not be available for advance by Lenders until each condition precedent set forth in Sections 3.24 through 3.31 of Article III C shall have occurred and been fully satisfied, and (viii) no more than Five Million Dollars ($5,000,000.00) of the Commitment Increase shall be available to Borrower for funding prior to the sixth (6th) month anniversary of the Restatement Effective Date. Giving effect to the Commitment Increase and purchase of Pro Rata Shares of the Funded Outstandings, adjustments shall be made to the Pro Rata Shares of the Lenders in the Aggregate Commitment and the Pro Rata Shares of Funded Outstandings such that the Pro Rata Shares of each Lender in the Aggregate Commitment shall be identical to its Pro Rata Share of the Funded Outstandings. The Agent Bank shall promptly thereafter prepare and circulate to Borrower and the Banks a revised Schedule of Lenders' Proportions in Credit Facility reflecting such increased Aggregate Commitment and the revised Pro Rata Shares of the Lenders in the Credit Facility, and such revised Schedule of Lenders' Proportions in Credit Facility shall supersede and replace the then existing Schedule of Lenders' Proportions in Credit Facility.
Appears in 1 contract
Commitment Increase. From time (a) Subject to time after the Closing Dateconditions set forth in clauses (b) and (c) of this Section 2.14, the Revolving Borrower may request that the amount of the aggregate Commitments may be increased (but one or more times, in no event each case in excess a minimum amount of $50,000,000 in the aggregate for all 10,000,000 (or such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to lesser amount as the Administrative Agent if each approves) and in integral multiples of $5,000,000 (or such lesser amount as the Administrative Agent approves) in excess thereof; provided that, the aggregate Commitments may not exceed $1,700,000,000. No Lender shall have any obligation to increase its Commitment.
(b) Each such increase shall be effective, without the consent of any Lender (other than any Lender increasing its Commitment) only upon the following conditions have been met:
being satisfied: (ai) no Default or Event of Default shall exist has occurred and is continuing at the time thereof or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretocaused thereby, (ii) evidence of corporate authorization on either the part Lenders having Commitments hereunder at the time the increase is requested agree to increase their Commitments in the amount of the Loan Parties with respect requested increase and/or other financial institutions satisfying the definitions of Eligible Assignee or Approved Affiliate agree to such Commitment Increasemake a Commitment, (iii) opinions of counsel with respect such Lenders and other financial institutions, if any, shall have executed and delivered to such the Administrative Agent a Commitment IncreaseIncrease Agreement or a New Lender Agreement, as applicable, and (iv) amendments to the Security Documents in connection with Borrower shall have delivered such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of authority for the satisfaction increase (including without limitation, certified resolutions of the conditions set forth in clauses (aboard of directors or other governing body of the Ultimate General Partner authorizing such increase) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request.
(c) Each financing institution to be added to this Agreement as described in Section 2.14(b)(ii) above shall execute and deliver to the Administrative Agent a New Lender Agreement, pursuant to which it becomes a party to this Agreement. Each Lender agreeing to increase its Commitment as described in Section 2.14(b)(ii) shall execute and deliver to the Administrative Agent a Commitment Increase Agreement pursuant to which it increases its Commitment hereunder. In addition, a Responsible Officer shall execute and deliver to the Administrative Agent, for each Lender being added to this Agreement, a Note payable to such new Lender in the principal amount of the BorrowerCommitment of such Lender to the extent a Note is requested by such new Lender, Lenders and Administrative Agent acknowledges and agrees that for each Lender increasing its Commitment, a replacement Note payable to such Lender, in the principal amount of the increased Commitment Increase meeting of such Lender, to the conditions set forth in this Section 2.20 shall not require the consent of any extent such Lender other than those Lenders, has previously requested a Note. Each such Note (if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may ) shall be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on dated the effective date of the applicable pertinent New Lender Agreement or Commitment IncreaseIncrease Agreement. Upon execution and delivery to the Administrative Agent of the Notes, if applicable, and the Revolving Lenders execution by the Administrative Agent of the relevant New Lender Agreement or Commitment Increase Agreement, as the case may be, such new financing institution shall constitute a “Lender” hereunder with a Commitment as specified therein, or such existing Lender’s Commitment shall increase as specified therein, as the case may be, and (includingi) any Lender increasing (or, without limitationin the case of any newly added Lender, any new providing) its Commitment shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the 3rd Amended/Restated Credit Agreement other Lenders) shall , as being required in order to cause, after giving effect to such increase or addition and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the Administrative Agentoutstanding Advances of all the Lenders to equal its revised Pro Rata Share of such outstanding Advances, and the Administrative Agent agrees, upon receipt of all shall make such payments, to disburse such amounts other adjustments among the Lenders with respect to the Lenders so that after giving Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect thereto such reallocation and (ii) the Revolving Loans will Borrower shall be held deemed to have repaid and reborrowed all outstanding Advances as of the date of any increase (or addition) in the Commitments (with such reborrowing to consist of the Types of Advances, with related Interest Periods if applicable, specified in a Notice of Borrowing delivered by the Revolving Lenders (includingBorrower, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder requirements of Section 2.02). The deemed payments made pursuant to clause (after giving effect ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each SOFR Advance, shall be subject to indemnification by the Borrower pursuant to the applicable provisions of Section 2.10 if the deemed payment occurs other than on the last day of the related Interest Period. Within a reasonable time after the effective date of any increase or addition, the Administrative Agent shall notify all Lenders of such addition or increase, and the final allocations thereof, and provide a revised Schedule 1.01(a) reflecting such additions or increase, whereupon such revised Schedule 1.01(a) shall replace the then-existing Schedule 1.01(a) and become part of this Agreement.
(d) The decision to increase its Commitment Increase)hereunder shall be at the sole discretion of each Lender. Any such increase in any Lender’s Commitment shall have the same guarantees as, and be secured on a pari passu basis by the Collateral (if any) securing its Commitment prior to such increase.
Appears in 1 contract
Sources: Third Amended and Restated Credit Agreement (HF Sinclair Corp)
Commitment Increase. From time (a) Subject to time after the Closing Dateconditions set forth in clauses (b) and (c) of this Section 2.14, the Revolving Borrower may request that the amount of the aggregate Commitments may be increased (but one or more times, in no event each case in excess a minimum amount of $50,000,000 in the aggregate for all 10,000,000 (or such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to lesser amount as the Administrative Agent if each approves) and in integral multiples of $5,000,000 (or such lesser amount as the Administrative Agent approves) in excess thereof; provided that, the aggregate Commitments may not exceed $1,700,000,000. No Lender shall have any obligation to increase its Commitment.
(b) Each such increase shall be effective, without the consent of any Lender (other than any Lender increasing its Commitment) only upon the following conditions have been met:
being satisfied: (ai) no Default or Event of Default shall exist has occurred and is continuing at the time thereof or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretocaused thereby, (ii) evidence of corporate authorization on either the part Lenders having Commitments hereunder at the time the increase is 3rd Amended/Restated Credit Agreement requested agree to increase their Commitments in the amount of the Loan Parties with respect requested increase and/or other financial institutions satisfying the definitions of Eligible Assignee or Approved Affiliate agree to such Commitment Increasemake a Commitment, (iii) opinions of counsel with respect such Lenders and other financial institutions, if any, shall have executed and delivered to such the Administrative Agent a Commitment IncreaseIncrease Agreement or a New Lender Agreement, as applicable, and (iv) amendments to the Security Documents in connection with Borrower shall have delivered such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of authority for the satisfaction increase (including without limitation, certified resolutions of the conditions set forth in clauses (aboard of directors or other governing body of the Ultimate General Partner authorizing such increase) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request.
(c) Each financing institution to be added to this Agreement as described in Section 2.14(b)(ii) above shall execute and deliver to the Administrative Agent a New Lender Agreement, pursuant to which it becomes a party to this Agreement. Each Lender agreeing to increase its Commitment as described in Section 2.14(b)(ii) shall execute and deliver to the Administrative Agent a Commitment Increase Agreement pursuant to which it increases its Commitment hereunder. In addition, a Responsible Officer shall execute and deliver to the Administrative Agent, for each Lender being added to this Agreement, a Note payable to such new Lender in the principal amount of the BorrowerCommitment of such Lender to the extent a Note is requested by such new Lender, Lenders and Administrative Agent acknowledges and agrees that for each Lender increasing its Commitment, a replacement Note payable to such Lender, in the principal amount of the increased Commitment Increase meeting of such Lender, to the conditions set forth in this Section 2.20 shall not require the consent of any extent such Lender other than those Lenders, has previously requested a Note. Each such Note (if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may ) shall be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on dated the effective date of the applicable pertinent New Lender Agreement or Commitment IncreaseIncrease Agreement. Upon execution and delivery to the Administrative Agent of the Notes, if applicable, and the Revolving Lenders execution by the Administrative Agent of the relevant New Lender Agreement or Commitment Increase Agreement, as the case may be, such new financing institution shall constitute a “Lender” hereunder with a Commitment as specified therein, or such existing Lender’s Commitment shall increase as specified therein, as the case may be, and (includingi) any Lender increasing (or, without limitationin the case of any newly added Lender, any new providing) its Commitment shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders) shall , as being required in order to cause, after giving effect to such increase or addition and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the Administrative Agentoutstanding Advances of all the Lenders to equal its revised Pro Rata Share of such outstanding Advances, and the Administrative Agent agrees, upon receipt of all shall make such payments, to disburse such amounts other adjustments among the Lenders with respect to the Lenders so that after giving Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect thereto such reallocation and (ii) the Revolving Loans will Borrower shall be held deemed to have repaid and reborrowed all outstanding Advances as of the date of any increase (or addition) in the Commitments (with such reborrowing to consist of the Types of Advances, with related Interest Periods if applicable, specified in a Notice of Borrowing delivered by the Revolving Lenders (includingBorrower, without limitation, any new Lenders), pro rata in accordance with the Pro requirements of Section 2.02). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Rate Percentages hereunder (after giving effect Advance, shall be subject to indemnification by the Borrower pursuant to the applicable provisions of Section 2.10 if the deemed payment occurs other than on the last day of the related Interest Period. Within a reasonable time after the effective date of any increase or addition, the Administrative Agent shall notify all Lenders of such addition or increase, and the final allocations thereof, and provide a revised Schedule 1.01(a) reflecting such additions or increase, whereupon such revised Schedule 1.01(a) shall replace the then-existing Schedule 1.01(a) and become part of this Agreement.
(d) The decision to increase its Commitment Increase).hereunder shall be at the sole discretion of each Lender. Any such increase in any Lender’s Commitment shall have the same guarantees as, and be secured on a pari passu basis by the Collateral (if any) securing its Commitment prior to such increase. 3rd Amended/Restated Credit Agreement
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Commitment Increase. From time (i) On any date on or prior to time after the Closing Termination Date, but no more than once in each calendar year, the Revolving Borrowers may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in the and up to an aggregate amount for all such increases) (increases not more than the “Commitment Increase Cap”) such that sum of the aggregate Revolving amount of the Commitments shall at no time exceed on the date of such request plus $450,000,000 500,000,000 (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lendersexisting Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks and the Swing Line Lenders, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be based on the ratio of each Increasing Lender’s proposed Commitment amount after giving effect to such Commitment Increase to the aggregate amount of all Increasing Lenders’ proposed Commitment amounts after giving effect to such Commitment Increase, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks.
(ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts an agreement in form and substance satisfactory to the Lenders so Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below and (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect thereto to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects.
(iii) Upon the Revolving Loans will be effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Pro-Rata Advances (if any) in full, and shall simultaneously make new Pro-Rata Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Pro-Rata Advances are held ratably by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder their respective Commitments (after giving effect to the applicable such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12.
(iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Pro-Rata Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
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Commitment Increase. From time to time after (a) Borrower and Guarantors hereby acknowledge and agree that as of the Closing DateEffective Date (as hereinafter defined) and following satisfaction of all conditions thereto as provided herein, the amount of each Revolving Commitments may Credit Lender’s Revolving Credit Commitment and each Term Loan Lender’s Term Loan Commitment, as applicable, shall be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) amount set forth on Schedule 1.1 attached hereto (the “respective amounts by which the Total Revolving Credit Commitment Increase Cap”) such that and the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a Total Term Loan Commitment are being increased hereby being referred to herein collectively as the “Commitment Increase”). In connection with the Commitment Increase, (i) each Revolving Credit Lender which is increasing its Revolving Credit Commitment shall be issued a new Revolving Credit Note in the principal face amount of its Revolving Credit Commitment, which will be a “Revolving Credit Note” under the Credit Agreement, and (ii) each Term Loan Lender which is increasing its Term Loan Commitment shall be issued a new Term Loan Note in the principal face amount of its Term Loan Commitment, which will be a “Term Loan Note” under the Credit Agreement, and each such increasing Lender will promptly after receipt of such new Revolving Credit Note and/or Term Loan Note, as the case may be, return to Borrower its existing Revolving Credit Note and/or Term Loan Note, as the case may be, marked “Replaced.”
(b) On the Effective Date, the outstanding principal balance of the Revolving Credit Loans shall be reallocated among the Revolving Credit Lenders such that the outstanding principal amount of Revolving Credit Loans owed to each Revolving Credit Lender shall be equal to such Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment Percentage of the outstanding principal amount of all Revolving Credit Loans. The participation interests of the Revolving Credit Lenders in Swing Loans and Letters of Credit shall be similarly adjusted. Each of those Revolving Credit Lenders whose Revolving Credit Commitment Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall be distributed among the Revolving Credit Lenders whose Revolving Credit Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans, as necessary to accomplish the required reallocation of the outstanding principal balance of the Revolving Credit Loans.
(c) Subject to the terms and conditions of the Credit Agreement (as amended hereby), the Term Loan Lenders whose Term Loan Commitments are increasing on the Effective Date (the “Increasing Term Loan Lenders”) shall severally and not jointly lend to the Borrower, and the Borrower may borrow from time to time up to a maximum of two (2) times, but only during the period beginning on the Effective Date and ending on the date that is sixty (60) days after the Effective Date (the “Term Loan Increase Commitment Period”), upon notice by the Borrower to the Agent given in accordance with §2.7(b) of the Credit Agreement, such sums as are requested by the Borrower for the purposes set forth in §2.9 of the Credit Agreement up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase any one time equal to the Administrative Agent if lesser of (i) with respect to each Increasing Term Loan Lender, the amount by which such Increasing Term Loan Lender’s Term Loan Commitment is increased on the Effective Date, and (ii) such Increasing Term Loan Lender’s Term Loan Commitment Percentage of the following conditions have been met:
sum of (aA) the Borrowing Base Availability minus (B) the sum of (1) the principal amount of all outstanding Revolving Credit Loans, Term Loans and Swing Loans, plus (2) the aggregate amount of Letter of Credit Liabilities; provided, that, in all events no Default or Event of Default shall exist or would result from such Commitment Increase;
have occurred and be continuing; and provided, further, that the outstanding principal amount of the Revolving Credit Loans, Term Loans (bafter giving effect to all amounts requested), Swing Loans and Letter of Credit Liabilities shall not at any time (X) no Commitment Increase may be in an amount less than $10,000,000;
exceed the lesser of (cA) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
Borrowing Base Availability and (dB) the proposed Total Commitment Increase shall have been consented to in writing by each existing Lender or (if anyY) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes cause a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion violation of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions covenants set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each §7.19 or §9.1 of the BorrowerCredit Agreement, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting nor shall the conditions set forth in this Section 2.20 shall not require outstanding principal amount of the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After Term Loans (after giving effect to any all amounts requested) exceed the Total Term Loan Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase). Borrower shall not have the right to draw down any Term Loans in respect of the Commitment Increase after the Term Loan Increase Commitment Period has expired, and the amount of any Term Loan requested during the Term Loan Increase Commitment Period shall be, subject to the terms of the Credit Agreement, not less than $10,000,000.00 and increments of $5,000,000.00 in excess thereof.
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Commitment Increase. From time (a) Subject to time after the Closing Dateterms and conditions set forth herein, the Revolving Commitments may be increased (but in no event in excess Borrower shall have the right, without the consent of $50,000,000 the Lenders, to cause an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of a proposed Commitment Increase this Agreement one or more additional lenders that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent if Agent, the Swingline Lender and each of the following conditions have been met:
Issuing Bank (anot to be unreasonably withheld, delayed or conditioned) (each, a “CI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments; provided that (i) no Default or Event of Default shall exist or would result from have occurred and be continuing as of the relevant Commitment Increase Effective Date, (ii) no such Commitment Increase;Increase shall be less than $25,000,000, unless the Administrative Agent otherwise consents to a smaller amount (iii) the aggregate amount of all such Commitment Increases shall not exceed $750,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion) and (v) if, on the effective date of such increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of such outstanding Loans.
(b) no The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto of its intention to increase the Commitments pursuant to this Section 2.02. Each such Notice of Commitment Increase may be in an amount less than $10,000,000;
shall specify (c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(di) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect effective date of all or a portion of the such Commitment Increase (each such Lenderdate, a “New LenderCommitment Increase Effective Date”);
, which date shall be no earlier than five (e5) Business Days after receipt by the proposed Administrative Agent of such Notice of Commitment Increase, together with any prior (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, shall the aggregate amount of all Commitment Increases does not exceed the amount set forth in subsection (a)(iii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Cap; andEffective Date.
(fc) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) each existing Lender that has agreed to increase its Commitment shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such Lender’s New Funds Amount, which amount, for each such Lender, shall constitute Loans made by such Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (iii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.11, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iv) the Borrower shall be responsible to pay to each Lender any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of any outstanding Loans.
(d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have received the following meanings: (i) an agreement setting forth such “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, or a CI Lender’s Commitment (iias applicable) evidence of corporate authorization on the part represented as a percentage of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving aggregate Commitments in connection with such proposed Commitment Increase. After after giving effect to any Commitment Increase, it may be times the case that aggregate principal amount of the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order immediately prior to remedy the foregoing, on the effective date of the applicable giving effect to such Commitment Increase, if any, as of any Commitment Increase Effective Date (without regard to any increase in the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt aggregate principal amount of all such payments, to disburse such amounts to the Lenders so that Loans as a result of borrowings made after giving effect thereto to such Commitment Increase on such Commitment Increase Effective Date); (ii) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to any Commitment Increase that does not increase its respective Commitment as a result of such Commitment Increase and whose relative percentage of the Revolving Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans will be held by decrease as of any Commitment Increase Effective Date (without regard to the Revolving Lenders (including, without limitation, effect of any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (borrowings made on such Commitment Increase Effective Date after giving effect to the applicable Commitment IncreaseIncrease occurring on such Commitment Increase Effective Date).
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Commitment Increase. From time (a) Subject to time after the Closing Dateconditions set forth in clauses (b) and (c) of this Section 2.14, the Revolving Borrower may request that the amount of the aggregate Commitments may be increased (but one or more times, in no event each case in excess a minimum amount of $50,000,000 in the aggregate for all 10,000,000 (or such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to lesser amount as the Administrative Agent if each approves) and in integral multiples of $5,000,000 (or such lesser amount as the Administrative Agent approves) in excess thereof; provided that, the aggregate Commitments may not exceed $1,700,000,000. No Lender shall have any obligation to increase its Commitment.
(b) Each such increase shall be effective, without the consent of any Lender (other than any Lender increasing its Commitment) only upon the following conditions have been met:
being satisfied: (ai) no Default or Event of Default shall exist has occurred and is continuing at the time thereof or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretocaused thereby, (ii) evidence of corporate authorization on either the part Lenders having Commitments hereunder at the time the increase is requested agree to increase their Commitments in the amount of the Loan Parties with respect requested increase and/or other financial institutions satisfying the definitions of Eligible Assignee or Approved Affiliate agree to such Commitment Increasemake a Commitment, (iii) opinions of counsel with respect such Lenders and other financial institutions, if any, shall have executed and delivered to such the Administrative Agent a Commitment IncreaseIncrease Agreement or a New Lender Agreement, as applicable, and (iv) amendments to the Security Documents in connection with Borrower shall have delivered such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of authority for the satisfaction increase (including without limitation, certified resolutions of the conditions set forth in clauses (aboard of directors or other governing body of the Ultimate General Partner authorizing such increase) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request.
(c) Each financing institution to be added to this Agreement as described in Section 2.14(b)(ii) above shall execute and deliver to the Administrative Agent a New Lender Agreement, pursuant to which it becomes a party to this Agreement. Each Lender agreeing to increase its Commitment as described in Section 2.14(b)(ii) shall execute and deliver to the Administrative Agent a Commitment Increase Agreement pursuant to which it increases its Commitment hereunder. In addition, a Responsible Officer shall execute and deliver to the Administrative Agent, for each Lender being added to this Agreement, a Note payable to such new Lender in the principal amount of the BorrowerCommitment of such Lender to the extent a Note is requested by such new Lender, Lenders and Administrative Agent acknowledges and agrees that for each Lender increasing its Commitment, a replacement Note payable to such Lender, in the principal amount of the increased Commitment Increase meeting of such Lender, to the conditions set forth in this Section 2.20 shall not require the consent of any extent such Lender other than those Lenders, has previously requested a Note. Each such Note (if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may ) shall be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on dated the effective date of the applicable pertinent New Lender Agreement or Commitment IncreaseIncrease Agreement. Upon execution and delivery to the Administrative Agent of the Notes, if applicable, and the Revolving Lenders execution by the Administrative Agent of the relevant New Lender Agreement or Commitment Increase Agreement, as the case may be, such new financing institution shall constitute a “Lender” hereunder with a Commitment as specified therein, or such existing Lender’s Commitment shall increase as specified therein, as the case may be, and (includingi) any Lender increasing (or, without limitationin the case of any newly added Lender, any new providing) its Commitment shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders) shall , as being required in order to cause, after giving effect to such increase or addition and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the Administrative Agentoutstanding Advances of all the Lenders to equal its revised Pro Rata Share of such outstanding Advances, and the Administrative Agent agrees, upon receipt of all shall make such payments, to disburse such amounts other adjustments among the Lenders with respect to the Lenders so that after giving Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect thereto such reallocation and (ii) the Revolving Loans will Borrower shall be held deemed to have repaid and reborrowed all outstanding Advances as of the date of any increase (or addition) in the Commitments (with such reborrowing to consist of the Types of Advances, with related Interest Periods if applicable, specified in a Notice of Borrowing delivered by the Revolving Lenders (includingBorrower, without limitation, any new Lenders), pro rata in accordance with the Pro requirements of Section 2.02). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Rate Percentages hereunder (after giving effect Advance, shall be subject to indemnification by the Borrower pursuant to the applicable provisions of Section 2.10 if the deemed payment occurs other than on the last day of the related Interest Period. Within a reasonable time after the effective date of any increase or addition, the Administrative Agent shall notify all Lenders of such addition or increase, and the final allocations thereof, and provide a revised Schedule 1.01(a) reflecting such additions or increase, whereupon such revised Schedule 1.01(a) shall replace the then-existing Schedule 1.01(a) and become part of this Agreement .
(d) The decision to increase its Commitment Increase)hereunder shall be at the sole discretion of each Lender. Any such increase in any Lender’s Commitment shall have the same guarantees as, and be secured on a pari passu basis by the Collateral (if any) securing its Commitment prior to such increase.
Appears in 1 contract
Commitment Increase. From time to time after the Closing Date but on or prior to ninety-one (91) days before the Revolving Termination Date, the Revolving Loan Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Aggregate Revolving Commitments Loan Commitment shall at no time exceed $450,000,000 215,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower the Borrowers pursuant to delivery of written notice from Borrower the Borrowers of a proposed Commitment Increase (the “Increased Commitment Proposal”) to the Administrative Agent if each of the following conditions have been met:
(aA) no Default or Event of Default shall exist or would result from on the effective date of such Commitment Increaseincrease;
(bB) no Commitment Increase may be in an amount less than $10,000,00025,000,000 (or if less, the remaining amount of the Commitment Increase Cap);
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(dC) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”)Commitment;
(eD) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(fE) the Administrative Agent shall have received (i) an agreement amendments to this Agreement and the Loan Documents, joinder agreements for any new Lenders, and all other promissory notes, agreements, documents and instruments reasonably satisfactory to the Agent in its reasonable discretion evidencing and setting forth the conditions of the Commitment Increase. The Increased Commitment Proposal shall be offered on a first priority basis to existing Lenders, who may accept, but are not obligated to accept, based on their respective Commitment Percentage of the Commitment Increase. If the existing Lenders do not accept the total amount of the Commitment Increase on such pro rata basis, then existing Lenders may accept, but are not obligated to accept, the remaining portions on a non-pro rata basis. To the extent that existing Lenders do not accept the Commitment Increase, together the Increased Commitment Proposal may be offered to Persons who would otherwise be assignees in accordance with Lender Addendums and promissory notes with respect thereto, Section 9.9(b) (ii) evidence of corporate authorization on “Eligible Assignee”). The Agent shall have discretion to adjust the part allocation of the Loan Parties with respect to such Commitment Increaseproposed additional commitments, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent case may reasonably requestbe, between and among Lenders that accept the Increased Commitment Proposal and Eligible Assignees that accept the Increased Commitment Proposal. Each of the BorrowerBorrowers, Lenders and Administrative the Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 1.1(a)(ii) shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Loan Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Loan Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders advances among themselves so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages Commitment Percentage hereunder (after giving effect to the applicable Commitment Increase).
Appears in 1 contract
Commitment Increase. From time (i) On any date prior to time after the Closing latest Termination Date, the Revolving Borrowers may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in for any such increase but not more than $200,000,000 (the aggregate “Maximum Accordion Amount”) for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 increases (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lendersexisting Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent agreesin consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon receipt giving effect to the Commitment Increase shall not exceed the amount of all the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such payments, to disburse such amounts notice to the Lenders so and the Fronting Banks.
(ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect thereto to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the Revolving Loans will be held case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Revolving Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit.
(iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder their respective Commitments (after giving effect to the applicable such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12.
(iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Sources: Credit Agreement
Commitment Increase. From Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Banks but with the prior approval of the Administrative Agent and each L/C Issuer (such approval not to be unreasonably withheld or delayed), to cause from time to time after and at any time an increase in the Closing DateCommitments of the Banks (a "Commitment Increase") by adding to this Agreement one or more additional financial institutions that is not already a Bank hereunder (each a "CI Bank") or by allowing one or more existing Banks to increase their respective Commitments; provided, however that (i) no Event of Default shall have occurred which is then continuing, (ii) no such Commitment Increase shall cause the Revolving Commitments Total Facility Amount to exceed $1,000,000,000, (iii) no Bank's Commitment shall be increased without such Bank's prior written consent (which consent may be increased given or withheld in such Bank's sole and absolute discretion), and (but in no event in excess iv) if, on the effective date of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “any Advances have been made, then the Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Advances. Any Commitment Increase”) at the option of Borrower pursuant to delivery of Increase shall be requested by written notice from the Borrower of a proposed Commitment Increase to the Administrative Agent if each (a "Notice of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b") no in the form of Exhibit H attached hereto. Each such Notice of Commitment Increase may be in an amount less than $10,000,000;
shall specify (c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(di) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect effective date of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretowhich date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) evidence of corporate authorization on the part amount of the Loan Parties with respect to such requested Commitment Increase, (iii) opinions the identity of counsel with respect each CI Bank or Bank (or any combination thereof) that has agreed in writing to increase its Commitment hereunder and (iv) the amount of the respective Commitments of the then existing Banks and the CI Banks from and after the Commitment Increase Effective Date (as defined below). If the Administrative Agent and JPMorgan (if then an L/C Issuer) and Bank of America (if then an L/C Issuer) approve such CI Bank (such approval not to be unreasonably withheld or delayed) and consent to such Commitment IncreaseIncrease (such consent not to be unreasonably withheld or delayed), (iv) amendments all such Persons shall execute a counterpart to the Security Documents in connection with Notice of Commitment Increase and such Commitment Increase, (v) Increase shall be effective on behalf the proposed effective date set forth in the Notice of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) Increase or on another date agreed to by the Administrative Agent and the Borrower and payable (such date referred to as the "Commitment Increase Effective Date"). On each Commitment Increase Effective Date, to the extent that there are Advances outstanding as of such Persons in connection with date, (i) each CI Bank shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Bank's New Funds Amount (as defined below), which amount, for each such CI Bank, shall constitute Advances made by such CI Bank to the Borrower pursuant to this Agreement on such Commitment Increase and Effective Date, (viii) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each shall, by wire transfer of the Borrowerimmediately available funds, Lenders and Administrative Agent acknowledges and agrees that pay to each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if anythen Reducing Percentage Bank (as defined below) its Reduction Amount (as defined below), which have agreed amount, for each such Reducing Percentage Bank (as defined below), shall constitute a prepayment by the Borrower pursuant to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment IncreaseSection 2.10, it may be the case that the outstanding Revolving Loans are not held pro rata ratably in accordance with the new Revolving Commitments. In order to remedy the foregoingrespective principal amounts thereof, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agentprincipal amounts of all then outstanding Advances of such Reducing Percentage Bank, and the Administrative Agent agrees, upon receipt of all such payments, Borrower shall be responsible to disburse such amounts pay to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, each Bank any new Lenders), pro rata breakage fees or costs in accordance connection with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase)reallocation of any outstanding Advances.
Appears in 1 contract
Commitment Increase. From time (i) On any date on or prior to time after the Closing Termination Date, the Revolving Borrowers may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in and up to an amount not more than the sum of the aggregate for all such increases) (amount of the “Commitment Increase Cap”) such that Commitments on the aggregate Revolving Commitments shall at no time exceed date hereof plus $450,000,000 500,000,000 (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may or one or more other Eligible Assignees reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments acceptable to the Administrative Agent, the Fronting Banks and the Swing Line Lenders that at the time agree, in the case of any such Eligible Assignee that is an existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks.
(ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts an agreement in form and substance satisfactory to the Lenders so Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below and (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of each Borrower stating that both before and after giving effect thereto to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects.
(iii) Upon the Revolving Loans will be effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Pro-Rata Advances (if any) in full, and shall simultaneously make new Pro-Rata Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Pro-Rata Advances are held ratably by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder their respective Commitments (after giving effect to the applicable such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12.
(iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Pro-Rata Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the facility fees, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Sources: Credit Agreement (Firstenergy Corp)
Commitment Increase. From time to time after (i) Promptly following the Closing Commitment Date, the Revolving Commitments may Administrative Agent shall notify the Company as to the amount, if any, by which one or more Eligible Assignees are willing to participate in any portion of the Commitment Increase; provided, however, that the Commitment of each such Eligible Assignee shall be increased (but in no event an amount equal to $1,000,000 or an integral multiple of $1,000,000 in excess of $50,000,000 in the aggregate for all such increasesthereof.
(ii) The Commitment Increase shall become effective upon a date (the “Commitment "Increase Cap”Date") such that on or after the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option satisfaction of Borrower pursuant conditions precedent to delivery of written notice from Borrower of a proposed Commitment Increase to be agreed by the Administrative Agent if and the receipt by the Administrative Agent of each of the following conditions have been metfollowing:
(aA) no Default or Event certified copies of Default shall exist or would result from such resolutions of the Board of Directors of the Borrowers approving the Commitment Increase;
(bB) no an assumption agreement (an "Assumption Agreement") from each Eligible Assignee that accepts an offer to participate in such Commitment Increase may be in accordance with clause (i) above (each, an amount less than $10,000,000;"Additional Lender"), in form and substance satisfactory to the Company and the Administrative Agent, duly executed by such Additional Lender, the Administrative Agent and the Company; and
(cC) no existing any costs, expenses, fees and other amounts then due hereunder and under the Fee Letters.
(iii) As of the Increase Date, (A) each Additional Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed deemed to become a Lender in respect of all or a portion of the Commitment Increase party to this Agreement and (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(fB) the Administrative Agent shall have received notify the Lenders (iincluding each Additional Lender) an agreement setting forth such and the Company, on or before 1:00 P.M. (New York City time), by telecopier or telex, of the occurrence of the Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization Increase to be effected on the part of Increase Date and shall record in the Loan Parties Register the relevant information with respect to each Additional Lender on such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase)date.
Appears in 1 contract
Sources: Secured Super Priority Debtor in Possession Credit Agreement (Exide Corp)
Commitment Increase. From time (a) Subject to time after the Closing Dateconditions set forth in Section 2.15(b)(ii), Section 6.02 and Section 6.04, the Revolving US Borrowers may increase the Aggregate US Tranche Commitments may be increased and/or the Aggregate Term Commitments then in effect without the prior written consent of the Lenders (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) by increasing the applicable commitment of an Applicable Lender or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”).
(b) The increase in the option of Borrower Aggregate US Tranche Commitments and/or the Aggregate Term Commitments shall be subject to the following additional conditions:
(i) all such increases shall not exceed $250,000,000 or such lesser amount as reduced pursuant to delivery of written notice from Borrower Section 2.15(e) for both the Aggregate US Tranche Commitments and the Aggregate Term Commitments combined;
(ii) if the US Borrowers elect to increase the Aggregate US Tranche Commitments by increasing the applicable commitment of a proposed Commitment Increase Lender, the US Borrowers and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 (a “Commitment Increase Certificate”);
(iii) if each the US Borrowers elect to increase the Aggregate US Tranche Commitments by causing an Additional Lender to become a party to this Agreement, then the US Borrowers and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of the following conditions have been met:Commitment Increase Certificate and Exhibit H-2 (an “Additional Lender Certificate”), together with an Administrative Questionnaire, and the Borrower shall, if requested by the Additional Lender, deliver a Note payable to the order of such Additional Lender in a Principal Amount equal to its US Tranche Commitment or Term Commitment, and otherwise duly completed; provided that such Additional Lender must be reasonably acceptable to the Administrative Agent and the Issuing Bank;
(aiv) if the US Borrowers elect to increase the Aggregate Term Commitments, the US Borrowers and each Term Loan Lender shall execute and deliver to the US Administrative Agent a Term Loan Assumption Agreement and such other documentation as the US Administrative Agent shall reasonably specify to evidence the Term Commitment of such Term Loan Lender. Each Term Loan Assumption Agreement shall specify the Term Commitments, the Applicable Margins, the Term Loan Funding Date, and the Term Loan Maturity Date and other terms of the Term Loans to be made thereunder; provided, that no Term Loans shall be made unless (y) the conditions set forth in Section 6.04 shall be satisfied and (z) the other closing certificates and documentation as required by the relevant Term Loan Assumption Agreement shall be delivered. The US Administrative Agent shall promptly notify each Term Loan Lender as to the effectiveness of each Term Loan Assumption Agreement.
(v) no Default or Event of Default shall exist or would result from have occurred and be continuing at the effective date of such Commitment Increaseincrease;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of such increase, no US Dollar LIBO Rate Borrowings shall be outstanding or if any US Dollar LIBO Rate Borrowings are outstanding, then the applicable effective date of such increase shall be the last day of the Interest Period in respect of such US Dollar LIBO Rate Borrowings unless the Borrower pays compensation required by Section 5.02;
(vii) no Lender’s US Tranche Commitment Increaseor Term Commitment may be increased without the consent of such Lender; and
(viii) any increase shall be not less than $50,000,000 and shall be in a whole multiple of $10,000,000 in excess thereof.
(c) Subject to acceptance and recording thereof pursuant to Section 2.15(d), from and after the effective date specified in the Commitment Increase Certificate or the Additional Lender Certificate (or if any US Dollar LIBO Rate Borrowings are outstanding, then the last day of the Interest Period in respect of such US Dollar LIBO Rate Borrowings, unless the US Borrowers have paid compensation required by Section 5.05): (i) the amount of the Aggregate US Tranche Commitments and/or Aggregate Term Commitments shall be increased as set forth therein, and (ii) in the case of an Additional Lender Certificate, any Additional Lender party thereto shall become a party to this Agreement and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition in connection with an increase of the Aggregate US Tranche Commitments, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Loans (and participation interests in Letters of Credit) of each of the other US Tranche Revolving Lenders (includingand such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (including any Additional Lender, without limitation, any new Lendersif applicable) shall make payments hold its US Tranche Percentage of the outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate US Tranche Commitments.
(d) Upon its receipt of a duly completed Commitment Increase Certificate or an Additional Lender Certificate, executed by the US Borrowers and the Lender or the US Borrowers and the Additional Lender party thereto, as applicable, the processing and recording fee referred to in Section 2.15(b)(iii), the Administrative Questionnaire referred to in Section 2.15(b)(iii), if applicable, the other closing certificates and documentation as required by the Administrative Agent, and the written consent which will not be unreasonably withheld of the Administrative Agent, and the Issuing Bank to such increase required by Section 2.15(b)(iii), the Administrative Agent agreesshall accept such Commitment Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.05(b)(iv). No increase in the Aggregate US Tranche Commitments and/or the Aggregate Term Commitments shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 2.15(d).
(e) Upon the sale of any LP Units, Subordinated Units, IDRs or GP Interests by the US Borrowers or any Restricted Subsidiaries or upon receipt any sale, exchange or conveyance of all such payments, to disburse such amounts Compression Assets to the Lenders so that after giving effect thereto the Revolving Loans UCLP Group resulting in cumulative Net Proceeds exceeding $100,000,000 pursuant to Section 10.14(b), any unused Commitment Increases will be held reduced by an amount equal to 50% of the Revolving Lenders Net Proceeds from such sale, exchange or conveyance, such amount to be set forth in reasonable detail in an officer’s certificate of Holdings delivered promptly or within five (including5) Business Day after the effectiveness of such sale, without limitationexchange or conveyance, provided, however that any new Lenders), pro rata sale of LP Units as a result of an over-allotment option pursuant to a public offering will not be considered a sale that would result in accordance with a reduction in the Pro Rate Percentages hereunder (after giving effect to the applicable unused Commitment Increase)Increases.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Universal Compression Holdings Inc)
Commitment Increase. From time to time after Each Existing Lender whose name appears on Schedule A hereto agrees that on the Closing Amendments Effective Date the Commitment of such Existing Lender shall increase by an amount (the “Increased Commitment Amount”) set forth opposite its name on Schedule A hereto. Each New Lender whose name appears on Schedule B hereto acknowledges and agrees that, on and as of the Amendments Effective Date, such New Lender shall be a “Lender” under and as defined in the Credit Agreement as amended hereby and shall have a Commitment in an amount (the “New Lender Commitment Amount”) set forth opposite its name on Schedule B hereto. Each party hereto acknowledges and agrees that, on the Amendments Effective Date, the Revolving Commitments may Applicable Percentages of the Lenders (and their participations in Letters of Credit and Swingline Loans) shall automatically be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase redetermined after giving effect to the Administrative Agent if each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with and each Increasing Lender further acknowledges and agrees that, on the Amendments Effective Date and without any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization further action on the part of the Loan Parties with respect applicable Issuing Bank, each Issuing Bank shall have granted to such Commitment IncreaseIncreasing Lender, (iii) opinions and such Increasing Lender shall have acquired from such Issuing Bank, a participation in each Letter of counsel with respect Credit issued by such Issuing Bank and outstanding on the Amendments Effective Date equal to such Commitment Increase, Increasing Lender’s Applicable Percentage (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, automatically redetermined on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (Amendments Effective Date after giving effect to the applicable Commitment Increase)) of the aggregate amount available to be drawn under such Letter of Credit. In the event any Revolving Loans shall be outstanding on the Amendments Effective Date, the provisions of the second and third sentences of Section 2.21(b) shall apply, mutatis mutandis. It is acknowledged that the Commitment Increase effected pursuant to this Amendment shall not reduce the amount by which the Borrower may further increase the Commitments in accordance with the terms and conditions of Section 2.21 of the Credit Agreement.
Appears in 1 contract
Sources: Revolving Credit Agreement (Marathon Petroleum Corp)
Commitment Increase. From time The parties hereto understand ------------------- that the Borrower may seek one or more financial institutions to time after the Closing Date, the Revolving take a Commitment or Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) amount of $20,000,000 (the “"Commitment Increase"). The Commitment Increase Cap”may be taken by any existing Bank hereunder by increasing the Commitment of such existing Bank (each an "Increasing Bank") such that or by a new Bank added as a party hereto (each --------------- an "Additional Bank"), subject to the aggregate Revolving Commitments shall at no conditions hereinafter specified. For purposes of the foregoing, Agent may, from time exceed $450,000,000 to time, (any such increasei) admit Additional Banks hereunder, a “Commitment Increase”or (ii) at the option request of Borrower pursuant to delivery any Increasing Bank, increase the Commitment of written notice from Borrower of a proposed Commitment Increase such Increasing Bank, subject to the Administrative Agent if each of the following conditions have been metconditions:
(a) no Default or Event of Default each Additional Bank shall exist or would result from such Commitment Increasebe an Eligible Assignee;
(b) no Commitment Increase may be in an amount less than $10,000,000Borrower shall execute (i) a new Note payable to the order of each Additional Bank, or (ii) a replacement Note payable to the order of each Increasing Bank;
(c) no existing Lender Borrower and Agent shall be obligated execute appropriate documentation to increase its Revolving Commitment in connection with any Commitment Increaseadd each Additional Bank as a party to this Agreement, whereupon such Additional Bank shall have all of the rights and obligations of a Bank hereunder and under the other Loan Documents;
(d) Each Additional Bank and each Increasing Bank shall pay to the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion Agent for the account of the other Banks an amount equal to its Percentage Commitment Increase (each of outstanding Advances, and such Lenderamount so paid shall constitute an Advance by such Additional Bank or Increasing Bank under its Note and a payment of principal to the other Banks under their respective Notes, a “New Lender”)and the outstanding principal balances of the respective Notes shall be increased or reduced accordingly;
(e) After giving effect to the proposed admission of any Additional Bank or the increase in the Commitment Increaseof any Increasing Bank, together with any prior Commitment Increase, the aggregate amount of the Commitments shall not exceed the Commitment Increase Cap$135,000,000; and
(f) No admission of any Additional Bank shall increase the Administrative Agent shall have received Commitment of any existing Bank. Upon and as of the date of the addition of any Additional Bank to the Agreement or the increase of the Commitment of any Increasing Bank, (i) an agreement setting forth the Commitments of the other Banks shall remain unchanged, and the respective Commitment Percentages and pro rata shares of such Commitment IncreaseBanks shall be adjusted accordingly, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part each of the Loan Parties with respect other Banks shall be deemed to have sold and transferred to such Additional Bank or such Increasing Bank, as the case may be, and such Additional Bank or Increasing Bank shall be deemed irrevocably and unconditionally to have purchased and received from each such other Banks (on a pro rata basis, based on such other Banks' respective Commitment IncreasePercentages, (iiias adjusted in accordance with this Section) opinions a portion of counsel with respect such other Banks' participation shares under Section ------- 3.3 in all Letters of Credit outstanding on such date and related rights, --- in an aggregate amount equal to such Additional Bank's or such Increasing Bank's Commitment Increase, (iv) amendments to Percentage of such outstanding Letters of Credit. The addition of any Additional Bank or the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence increase of the Commitment of an Increasing Bank and the effects thereof as described in this Section shall occur automatically upon satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasespecified above, in each case as without the Administrative necessity for further documentation to be executed by the other Banks. Neither Agent may reasonably request. Each of the Borrowernor any Co-Agent nor any Bank shall have any obligation to find or arrange for any Additional Bank, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 no Bank shall not require the consent of have any Lender other than those Lenders, if any, which have agreed obligation to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase)its Commitment.
Appears in 1 contract
Sources: Credit Agreement (Cellstar Corp)
Commitment Increase. From time (i) On any date prior to time after the Closing latest Termination Date, the Revolving Borrower may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in for any such increase but not more than $500,000,000 (the aggregate “Maximum Accordion Amount”) for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 increases (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lendersexisting Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent agreesin consultation with the Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon receipt giving effect to the Commitment Increase shall not exceed the amount of all the Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such payments, to disburse such amounts notice to the Lenders so and the Fronting Banks.
(ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of the Borrower stating that both before and after giving effect thereto the Revolving Loans will be held to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by the Revolving Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of the Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of the Borrower approving such Commitment Increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by the Borrower for such Commitment Increase.
(iii) Upon the effective date of any Commitment Increase, the Borrower shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder their respective Commitments (after giving effect to the applicable such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12.
(iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Commitment Increase. From time (i) On any date prior to time after the Closing latest Termination Date, the Revolving Borrower may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in for any such increase but not more than $500,000,000 (the aggregate “Maximum Accordion Amount”) for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 increases (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders41 existing Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent agreesin consultation with the Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon receipt giving effect to the Commitment Increase shall not exceed the amount of all the Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such payments, to disburse such amounts notice to the Lenders so and the Fronting Banks.
(ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of the Borrower stating that both before and after giving effect thereto the Revolving Loans will be held to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by the Revolving Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of the Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of the Borrower approving such Commitment Increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by the Borrower for such Commitment Increase.
(iii) Upon the effective date of any Commitment Increase, the Borrower shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder their respective Commitments (after giving effect to the applicable such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12.
(iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the 42 commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Sources: Credit Agreement (Firstenergy Corp)
Commitment Increase. From time (a) Notwithstanding anything to time after the Closing Datecontrary contained in this Agreement, in connection with any LTV Recalculation, the Revolving Borrower may request an increase to the Commitments may be increased in accordance with this Section 2.13 (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any each such increase, shall be referred to herein as a “Commitment Increase”). The Borrower may request one or more Commitment Increases, and the Borrower and the Administrative Agent shall determine the amount of such Commitment Increase, acting reasonably and in good faith; provided that the consent of the Administrative Agent (in its sole discretion) at the option of Borrower and each Lender increasing its Commitments pursuant to delivery of written notice from this Section 2.13 (each, an “Increasing Lender”) shall be required for any such Commitment Increase.
(b) The following are conditions precedent to any such Commitment Increase:
(1) the Borrower of a proposed Commitment Increase shall have delivered to the Administrative Agent if each a written request to increase the Commitments at least 30 days prior to the date of effectiveness of such Commitment Increase (a “Commitment Increase Request”), (2) upon receipt of such Commitment Increase Request, the Administrative Agent shall have the right (but not the obligation) to make all or a portion of the requested Commitment Increase available to any or all of the then-existing Lenders and (3) after the earliest to occur of (x) the Administrative Agent notifying the Borrower of the aggregate principal amount of the Commitment Increase that the then-existing Lenders have collectively agreed to provide, (y) the Administrative Agent notifying the Borrower that it is declining to exercise the right of offer described in the preceding clause (2) and (z) 10 Business Days following conditions have been met:the Administrative Agent’s receipt of the notice described in the preceding subclause (1), the Borrower may request that any or all of the then-existing Lenders and/or any other Persons (provided that any such Person shall be an Eligible Assignee) provide the remaining amount of Commitment Increase requested by the Borrower;
(aii) the Borrower shall have executed a replacement Note if requested by any Increasing Lender;
(iii) the Borrower shall have paid to the Administrative Agent any fee in an amount to be agreed by the Borrower and the Increasing Lenders on the amount of the Commitment Increase;
(iv) as of the effective date of any Commitment Increase and immediately after giving effect thereto, the representations and warranties of the Loan Parties set forth herein and in the other Loan Documents are true and correct in all material respects on and as of such date with the same force and effect as if made on and as of such date (except to the extent that such representations and warranties expressly relate to an earlier date); provided that if any such representation and warranty is qualified as to materiality, with respect to such representation and warranty, the materiality qualifier set forth above shall be disregarded for the purposes of this condition;
(v) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may have occurred and be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) continuing on the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of date on which the Commitment Increase (each such Lender, a “New Lender”);
(e) Request is delivered or immediately after giving effect to the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(fvi) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part satisfaction of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents Rating Condition in connection with such Commitment Increase. For the avoidance of doubt, (v) any Commitment Increase will be on behalf the same terms as contained herein. No Lender will be required to commit, nor shall any Lender have any preemptive right, to provide any portion of each existing Lender and/or New Lender participating in such any Commitment Increase, payment of fees (if any) agreed . The Borrower shall not have an obligation to by Borrower and payable approach any Lender to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such provide any Commitment Increase, in each case as .
(c) If the Administrative Agent may deems it advisable in its reasonable discretion, the Loan Parties and the Lenders shall execute (i) an amendment to this Agreement, in form and substance reasonably request. Each of acceptable to the BorrowerAdministrative, Lenders and Administrative Agent acknowledges and agrees that each to document a Commitment Increase meeting the conditions set forth in pursuant to this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase)2.13.
Appears in 1 contract
Commitment Increase. From time (i) On any date prior to time after the Closing latest Termination Date, the Revolving Borrower may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in for any such increase but not more than $250,000,000 (the aggregate “Maximum Accordion Amount”) for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 increases (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lendersexisting Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent agreesin consultation with the Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon receipt giving effect to the Commitment Increase shall not exceed the amount of all the Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such payments, to disburse such amounts notice to the Lenders so and the Fronting Banks.
(ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of the Borrower stating that both before and after giving effect thereto the Revolving Loans will be held to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by the Revolving Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of the Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of the Borrower approving such Commitment Increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by the Borrower for such Commitment Increase.
(iii) Upon the effective date of any Commitment Increase, the Borrower shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder their respective Commitments (after giving effect to the applicable such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12.
(iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Commitment Increase. From (i) Subject to the terms and conditions set forth herein, the US Borrowers shall have the right, without the consent of the Lenders but with the prior approval of the US Administrative Agent, to cause from time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 an increase in the aggregate for all such increases) Aggregate US Tranche Commitments of the US Tranche Revolving Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of this Agreement one or more additional financial institutions that is not already a proposed Commitment Increase Lender hereunder and that is reasonably satisfactory to the US Administrative Agent if or by allowing one or more existing US Tranche Revolving Lenders to increase their respective US Tranche Commitments (each of the following conditions have been met:
a “CI Lender”); provided, however that (aA) no Default or Event of Default shall exist or would result from such Commitment Increase;
have occurred which is continuing, (b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(dB) the proposed Principal Amount outstanding on the date of such increase of all Term Loans shall not exceed $399,000,000, (C) the amount of such Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes be a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect multiple of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto$25,000,000, (iiD) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with no such Commitment Increase shall cause the Aggregate Revolving Commitments under this Agreement to exceed $250,000,000, (E) each CI Lender shall execute a joinder agreement (a “Joinder Agreement”) in the form of Exhibit H attached hereto, (F) no US Tranche Revolving Lender’s US Tranche Commitment shall be increased without such Lender’s prior written consent and (viG) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoingif, on the effective date of such increase, any US Tranche Loans have been funded, then the applicable US Borrowers shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Revolving Loans.
(ii) Any Commitment Increase shall be requested by written notice from the US Borrowers to the US Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit I attached hereto and shall be subject to the approval of the US Administrative Agent, such consent to not be unreasonably withheld. Each such Notice of Commitment Increase shall specify (A) the proposed effective date of such Commitment Increase, which date shall be no earlier than five (5) Business Days after receipt by the US Administrative Agent of such Notice of Commitment Increase, (B) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the aggregate amount of the Commitments does not exceed the amount set forth in subsection (i)(D) above), (C) the identity of each CI Lender hereunder, and (D) the amount of the respective US Tranche Commitment of the then existing US Tranche Revolving Lenders and the CI Lenders from and after the Commitment Increase Effective Date (including, without limitation, any new Lenders) as defined below). The US Administrative Agent shall make payments review each Notice of Commitment Increase and shall notify the US Borrowers whether or not the US Administrative Agent consents to the proposed Commitment Increase. If the US Administrative AgentAgent consents to such Commitment Increase (such consent not to be unreasonably withheld), the US Administrative Agent shall execute a counterpart of the Notice of Commitment Increase and such Commitment Increase shall be effective on the proposed effective date set forth in the Notice of Commitment Increase (if the Administrative Agent agrees, upon receipt of all consented to such paymentsCommitment Increase prior to such proposed date) or on another date agreed to by the US Administrative Agent and the US Borrowers (such date referred to as the “Commitment Increase Effective Date”).
(iii) On each Commitment Increase Effective Date, to disburse the extent that there are US Tranche Loans outstanding as of such amounts date, (A) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Lenders so that after giving effect thereto US Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute the Revolving US Tranche Loans will be held made by such CI Lender to the US Borrowers pursuant to this Agreement on such Commitment Increase Effective Date, (B) the US Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Revolving Lenders (includingUS Borrowers pursuant to Section 2.07, without limitation, any new Lenders), pro rata ratably in accordance with the Pro Rate Percentages hereunder respective principal amounts thereof, of the principal amounts of all then outstanding US Tranche Loans of such Reducing Percentage Lender, and (C) the US Borrowers shall be responsible to pay to each US Tranche Revolving Lender any breakage fees or costs in connection with the reallocation of any outstanding US Tranche Loans.
(iv) For purposes of this Section 2.03(f) and Exhibit I, the following defined terms shall have the following meanings: (A) ”New Funds Amount” means the amount equal to the product of (y) the difference of a CI Lender’s US Tranche Commitment after giving effect to the applicable Commitment Increase minus such CI Lender’s US Tranche Commitment immediately prior to giving effect to the Commitment Increase, if any, represented as a percentage of the Aggregate US Tranche Commitments, times (z) the aggregate principal amount of the outstanding US Tranche Loans immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of US Tranche Loans as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date); (B) ”Reducing Percentage Lender” means each then existing US Tranche Revolving Lender immediately prior to giving effect to the Commitment Increase that does not increase its respective US Tranche Commitment as a result of the Commitment Increase and whose relative percentage of the Aggregate US Tranche Commitments shall be reduced after giving effect to such Commitment Increase; and (C) ”Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding US Tranche Loans decrease as of a Commitment Increase Effective Date (without regard to the effect of any borrowings made on such Commitment Increase Effective Date after giving effect to the Commitment Increase).
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Universal Compression Inc)
Commitment Increase. From time (a) The Borrower may, at any time, but in any event not more than once per calendar quarter, prior to time after the Closing Maturity Date, by notice to the Revolving Commitments may be increased (but in no event in excess of $50,000,000 Administrative Agent in the aggregate for all such increases) form attached hereto as Exhibit E (the each a “Commitment Increase CapNotice”) such ), request that the aggregate Revolving amount of the Commitments shall be increased by an amount of at no time exceed least $450,000,000 10,000,000 or an integral multiple of $5,000,000 in excess thereof (any such increase, each a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower be effective as of a proposed date that is at least 90 days prior to the scheduled Maturity Date then in effect (each an “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $1,000,000,000; and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 4.03 shall have been satisfied. The Borrower may extend offers to one or more Lenders and/or to one or more third-party financial institutions reasonably acceptable to the Administrative Agent if to participate in a requested Commitment Increase under this Section 2.15(a); provided, however, that the Commitment of each such third-party financial institution shall be in an amount of the following conditions have been met:
(a) no Default $10,000,000 or Event an integral multiple of Default shall exist $5,000,000 in excess thereof. Any Lender that has received such an offer may accept or would result from decline such Commitment Increase;offer in such Lender’s sole and absolute discretion.
(b) no On each Increase Date, each third-party financial institution that accepts an offer to participate in a requested Commitment Increase may be in accordance with Section 2.15(a) (each such financial institution, an amount less than $10,000,000;
(c“Assuming Lender”) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender party to this Agreement as of such Increase Date with a Commitment in respect the amount of all or its participation in such Commitment Increase, and the Commitment of each Lender that accepts an offer to participate in a portion of the requested Commitment Increase (each such Lender, a an “New Increasing Lender”);
(e) shall be increased by the proposed amount of its participation in such Commitment Increase; provided, together with any prior Commitment Increasehowever, shall not exceed the Commitment Increase Cap; and
(f) that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date:
(i) certified copies of resolutions of the board of directors of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement and an agreement setting forth such Commitment Increaseopinion of counsel for the Borrower (which may be in-house counsel), together with Lender Addendums and promissory notes with respect theretoin each case, reasonably satisfactory to the Administrative Agent;
(ii) evidence of corporate authorization on an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the part of Borrower and the Loan Parties with respect to Administrative Agent (each an “Assumption Agreement”), duly executed by such Commitment IncreaseAssuming Lender, the Administrative Agent and the Borrower; and
(iii) opinions confirmation from each Increasing Lender of counsel with respect to such the increase in the amount of its Commitment Increase, (iv) amendments in a writing reasonably satisfactory to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment the Administrative Agent. On each Increase and (vi) evidence of the satisfaction Date, upon fulfillment of the conditions set forth in clauses (athe immediately preceding sentence of this Section 2.15(b) through (d) above and in connection with such Commitment IncreaseSection 4.03, in each case as the Administrative Agent may reasonably request. Each of shall notify the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenderseach Assuming Lender) shall make payments to the Administrative Agent, and the Administrative Agent agreesBorrower, upon receipt on or before 1:00 p.m., New York City time, by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.
(c) On the Increase Date, if any Loans are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 9.04) prepay Loans of all such payments, to disburse such amounts to or certain of the Lenders so that such that, after giving effect thereto thereto, the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders), pro rata ) ratably in accordance with the Pro Rate Percentages hereunder (their respective Applicable Percentage after giving effect to the applicable such Commitment Increase). On and after each Increase Date, the Applicable Percentage of each Lender’s participation in Loans shall be calculated after giving effect to each such Commitment Increase.
Appears in 1 contract
Sources: Senior Unsecured Credit Agreement (Tyco International LTD)
Commitment Increase. From (a) During the term of this Agreement, Company may, from time to time after time, request an increase in the Closing Date, Commitment to an amount not to exceed $100,000,000. Such increase in the Revolving Commitments Commitment may be increased (effected by any combination of Lenders and new creditors. No Lender shall be required to participate, but in no event in excess each Lender expressly agrees and acknowledges that upon establishment of $50,000,000 the increase in the aggregate for Commitment, regardless of whether the Lender has agreed to increase its participation in the Advances by participating in the increase in the Commitment, Administrative Agent shall reallocate the Advances so that all such increases) (Lenders will have a pro rata portion of each Advance based on the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant Specified Percentages as adjusted to delivery of written notice from Borrower of a proposed Commitment Increase give effect to the Administrative Agent if each of increase in the following conditions have been met:Commitment.
(ab) On the date of any proposed increase in the Commitment, (i) the representations and warranties contained in ARTICLE IV hereof shall be true and correct on such date, as though made on and as of such date and (ii) no Default or Event of Default shall exist and no Default or Event of Default would result from such Commitment Increase;
(b) no Commitment Increase may be increase in an amount less than $10,000,000;the Commitment.
(c) no existing Lender For any increase from time to time of the Commitment, Company and such Lenders (including the new lenders) shall have agreed to an up-front facility fee for each such increase, such fees to be negotiated at the time of each such increase, which such fees shall be obligated paid prior to increase its Revolving Commitment or on the date of such increase.
(d) Notwithstanding anything herein or in any other Loan Paper to the contrary, Company and Administrative Agent may agree to add other lenders in connection with any Commitment Increase;
(d) proposed increase to the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);Commitment.
(e) With respect to each increase to the proposed Commitment IncreaseCommitment, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received a certificate from Company to the effect that (i) an agreement setting forth such Commitment Increaseincrease has received all regulatory approvals, together if necessary, and is in compliance with Lender Addendums and promissory notes with respect theretoall Applicable Laws, (ii) no other approvals or consents from any Person are required by any such Person except to the extent they have been received and (iii) such increase in the Commitment does not conflict with, or result in violation of, any agreement or instrument to which Company or any of its Subsidiaries, or any of their respective Properties, is subject.
(f) With respect to each increase to the Commitment, Administrative Agent and each Lender (including any new Lenders party hereto) shall have received new Notes evidencing any increase in the Commitment, and Company, each of its Subsidiaries, each Lender and each new Lender agrees to execute any and all such documents deemed reasonably necessary by Administrative Agent to effectuate this SECTION 2.16 (whether affirmation of guaranties, other documents or otherwise).
(g) Promptly after any increase in the Commitment, Administrative Agent shall deliver to each Lender evidence of corporate authorization on new Specified Percentages, adjusted to give effect to any increase in the Commitment, and any reallocation required in order for each Lender to have a proportionate part of the Loan Parties with Loan.
(h) With respect to each increase to the Commitment, on or prior to the date of such Commitment Increaseincrease, each new Lender being added to the Facility shall deliver to Company and Administrative Agent documentation acceptable to Administrative Agent evidencing such new Lender's acceptance of this Agreement and all other Loan Papers in form and substance reasonably acceptable to Administrative Agent (iiiand making such Lender a party to this Agreement and the other Loan Papers).
(i) opinions of counsel with With respect to such Commitment Increase, (iv) amendments each increase to the Security Documents Commitment, on the date of such increase, Administrative Agent shall deliver to Company notice of the cost of any LIBOR breakage or other Consequential Loss incurred by any Lender as a result of such increase and any reallocation among Lenders, and Company shall pay such costs on the date of such increase in connection with such Commitment Increase, (v) immediately available funds to Administrative Agent on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase).
Appears in 1 contract
Sources: Credit Agreement (Franchise Finance Corp of America)
Commitment Increase. From time (i) On any date prior to time after the Closing latest Termination Date, the Revolving Borrower may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in for any such increase but not more than $250,000,000 (the aggregate “Maximum Accordion Amount”) for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 increases (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders744224964 existing Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent agreesin consultation with the Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon receipt giving effect to the Commitment Increase shall not exceed the amount of all the Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such payments, to disburse such amounts notice to the Lenders so and the Fronting Banks.
(ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of the Borrower stating that both before and after giving effect thereto the Revolving Loans will be held to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by the Revolving Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of the Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of the Borrower approving such Commitment Increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by the Borrower for such Commitment Increase.
(iii) Upon the effective date of any Commitment Increase, the Borrower shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder their respective Commitments (after giving effect to the applicable such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12.
(iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the 744224964 commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Sources: Credit Agreement (Firstenergy Corp)
Commitment Increase. From time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(a) no Default or Event Subject to the terms and conditions set forth herein, the Lenders party hereto (including the Commitment Increase Lenders) hereby agree that, effective as of Default the Second Amendment Effective Date (as defined below), the aggregate amount of the Commitments outstanding immediately prior to the Second Amendment Effective Date shall exist or would result from be increased by an amount equal to the Commitment Increase, and that such Commitment Increase;Increase shall be held, as of the Second Amendment Effective Date, by the Commitment Increase Lenders. On and after the Second Amendment Effective Date, each Commitment Increase Lender shall, in its capacity as a Lender, make Loans to the Borrower, and otherwise extend credit (including by funding participations in Letters of Credit), in each case in accordance with the terms and subject to the conditions of the Credit Agreement, as amended hereby. Each Lender agrees that no amounts shall be due under Section 2.15(c) of the Credit Agreement as a result of the transactions contemplated by this Amendment.
(b) no Commitment Increase may be in an amount less than $10,000,000;
On the Second Amendment Effective Date, each of the Lenders with Commitments under the Credit Agreement immediately prior to the Second Amendment Effective Date (c) no existing Lender the “Existing Lenders”), shall be obligated assign to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such LenderLenders, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed and the Commitment Increase Cap; and
(f) Lenders shall purchase from each of such Lenders, at the Administrative Agent shall have received (i) an agreement setting forth principal amount thereof, such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization interests in the Loans outstanding on the part of the Loan Parties with respect to such Commitment IncreaseSecond Amendment Effective Date as shall be necessary in order that, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After after giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increaseall such assignments and purchases, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Existing Lenders (including, without limitation, any new Lenders), pro rata and the Commitment Increase Lenders ratably in accordance with the Pro Rate Percentages hereunder (their Commitments after giving effect to the applicable Commitment Increase), and the participations in respect of Letters of Credit shall be reallocated so that such participations are held ratably among the Lenders in accordance with their commitments after giving effect to the Commitment Increase. Schedule 1.1A of the Credit Agreement, as amended by this Amendment, sets forth the Commitment of each Lender after giving effect to this Amendment.
(c) Each Commitment Increase Lender, by delivering its signature page to this Amendment on the Second Amendment Effective Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or any Lender on the Second Amendment Effective Date. Each Commitment Increase Lender shall become a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, in accordance with the terms thereof, and each Commitment Increase Lender shall have all the rights and obligations of a Lender under the Credit Agreement with respect to the interests purchased by it pursuant to such paragraphs, in accordance with the terms thereof.
Appears in 1 contract
Sources: Credit Agreement (Fortress Transportation & Infrastructure Investors LLC)
Commitment Increase. From (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Lenders but with the prior approval of the Administrative Agent, to cause from time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of this Agreement one or more additional financial institutions that is not already a proposed Commitment Increase Lender hereunder and that is reasonably satisfactory to the Administrative Agent if or by allowing one or more existing Lenders to increase their respective Commitments (each of the following conditions have been met:
a “CI Lender”); provided, however that (a3) no Default or Event of Default shall exist or would result from such Commitment Increase;
have occurred which is continuing, (b4) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed such Commitment Increase shall have been consented cause the Commitments under this Agreement to in writing by each existing Lender exceed $2,000,000,000, (if any5) who is increasing its Revolving no Lender’s Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each shall be increased without such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any ’s prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increasewritten consent, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoingif, on the effective date of such increase, any Loans have been funded, then the applicable Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (v) each CI Lender shall execute a joinder agreement in the form of Exhibit G attached hereto (a “Joinder Agreement”).
(b) Any Commitment Increase shall be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto and shall be approved by the Administrative Agent, such consent to not be unreasonably AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT withheld. Each such Notice of Commitment Increase shall specify (6) the proposed effective date of such Commitment Increase, which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (7) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the Revolving aggregate amount of the Commitments does not exceed the amount set forth in subsection 1.(ii) above), (8) the identity of each CI Lender, and (9) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Effective Date (includingas defined below). The Administrative Agent shall review each Notice of Commitment Increase and shall notify the Borrower whether or not the Administrative Agent consents to the proposed Commitment Increase. If the Administrative Agent consents to such Commitment Increase (such consent not to be unreasonably withheld), without limitationthe Administrative Agent shall execute a counterpart of the Notice of Commitment Increase and such Commitment Increase shall be effective on the proposed effective date set forth in the Notice of Commitment Increase (if the Administrative Agent consented to such Commitment Increase prior to such proposed date) or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”).
(c) On each Commitment Increase Effective Date, any new Lendersto the extent that there are Loans outstanding as of such date, (10) shall make payments each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative AgentAgent such CI Lender’s New Funds Amount, and which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (11) the Administrative Agent agreesshall, upon receipt by wire transfer of all immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such paymentsReducing Percentage Lender, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held shall constitute a prepayment by the Revolving Lenders (includingBorrower pursuant to Section 2.11, without limitation, any new Lenders), pro rata ratably in accordance with the Pro Rate Percentages hereunder respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (12) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans.
(d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (13) “New Funds Amount” means the amount equal to the product of a CI Lender’s increased Commitment or a CI Lender’s new Commitment (as applicable) represented as a percentage of the aggregate Commitments after giving effect to the applicable Commitment Increase, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date); (14) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Commitment Increase that does not increase its respective Commitment as a result of the Commitment Increase and whose relative percentage of the Commitments shall be reduced after giving effect to such Commitment Increase; and (15) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of a Commitment Increase Effective Date (without regard to the effect of any borrowings made on such Commitment Increase Effective Date after giving effect to the Commitment Increase).. AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT
Appears in 1 contract
Sources: 5 Year Revolving Credit Agreement (Pioneer Natural Resources Co)
Commitment Increase. From time (a) Subject to time after the Closing Dateconditions set forth in Section 2.10(b)(ii), the Revolving Borrowers may increase the total Commitments may be increased then in effect without the prior written consent of the Lenders by increasing the Commitment of a Lender or by causing a Person that at such time is not a Lender to become a Lender (but in no event in excess of $50,000,000 an “Additional Lender”).
(b) The increase in the aggregate for all such increases) total Commitments shall be subject to the following additional conditions:
(the “Commitment Increase Cap”i) such that the aggregate Revolving Commitments increase shall at no time not exceed $450,000,000 150,000,000 and the total Commitments after such increase shall not exceed the least of (any A) $250,000,000 (B) twenty percent (20%) of the Parent Guarantor’s Consolidated Net Tangible Assets as of the last day of the fiscal quarter immediately preceding such increaseincrease for which the most recent internal financial statements are available, a “plus $25,000,000, and (C) the amount permitted by the Indenture;
(ii) if the Borrowers elect to increase the total Commitments by increasing the Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase Lender, the Borrowers and such Lender shall execute and deliver to the Administrative Agent if each a certificate substantially in the form of the following conditions have been met:
Exhibit H-1 (a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no a “Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New LenderCertificate”);
(eiii) if the proposed Commitment IncreaseBorrowers elect to increase the total Commitments by causing an Additional Lender to become a party to this Agreement, then the Borrowers and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 (an “Additional Lender Certificate”), together with an Administrative Questionnaire and a processing and recordation fee of $3,500, and the Borrowers shall, if requested by the Additional Lender, deliver a Note payable to the order of such Additional Lender in a principal amount equal to its Commitment, and otherwise duly completed; provided that such Additional Lender must be reasonably acceptable to the Administrative Agent, the Swing Line Lender and the Issuing Lender;
(iv) no Default shall have occurred and be continuing at the effective date of such increase;
(v) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any prior Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrowers pay compensation required by Section 5.02;
(vi) no Lender’s Commitment may be increased without the consent of such Lender;
(vii) no increase shall be less than $25,000,000 and shall be in a whole multiple of $5,000,000 in excess thereof;
(viii) the Borrowers shall remain in compliance with Section 8.16 as of such date after giving effect to the Commitment Increase, shall not exceed the Commitment Increase Cap; and
(fix) an Appraisal satisfactory to Administrative Agent shall have been obtained not more than 120 days prior to the effectiveness of such Commitment Increase with respect to those vessels being added as Vessel Collateral and the Administrative Agent shall have received (i) an agreement setting forth be satisfied that new or amended security instruments create first priority, perfected Liens on such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect additional Vessel Collateral subject only to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents Excepted Liens identified in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses clause (a) through (c) of Section 9.03.
(c) Subject to acceptance and recording thereof pursuant to Section 2.10(d), from and after the effective date specified in the Commitment Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrowers have paid compensation required by Section 5.02): (A) the amount of the total Commitments shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate, any Additional Lender party thereto shall become a party to this Agreement and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, such Lender or such Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Loans (and participation interests in Letters of Credit) of each of the other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (including any Additional Lender, if applicable) shall hold its Applicable Percentage of the outstanding Loans (and participation interests) after giving effect to the increase in the total Commitments.
(d) above Upon its receipt of a duly completed Commitment Increase Certificate or an Additional Lender Certificate, executed by the Borrowers and the Lender or the Borrowers and the Additional Lender party thereto, as applicable, the processing and recording fee referred to in connection with Section 2.10 (b), the Administrative Questionnaire referred to in Section 2.10(b), if applicable, the written consent which will not be unreasonably withheld of the Administrative Agent, the Swing Line Lender and the Issuing Lender to such Commitment Increaseincrease required by Section 2.10(b) and the Additional Lender, in each case if applicable, and such other certificates, opinions and documents as the Administrative Agent may reasonably request. Each of , the Borrower, Lenders and Administrative Agent acknowledges and agrees that each shall accept such Commitment Increase meeting Certificate or Additional Lender Certificate and record the conditions set forth information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the total Commitments shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 2.20 2.10(d). The Administrative Agent shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date promptly provide a copy of the applicable Commitment Increaseupdated Annex I, or a copy of the Revolving Lenders (includingupdated Register, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase)Parent Guarantor.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Hornbeck Offshore Services Inc /La)
Commitment Increase. From (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Banks but with the prior approval of the Administrative Agent and each L/C Issuer (such approval not to be unreasonably withheld, delayed or conditioned), to cause from time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 and at any time an increase in the aggregate for all such increases) Commitments of the Banks (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at by adding to this Agreement one or more additional financial institutions that is not already a Bank hereunder (each a “CI Bank”) or by allowing one or more existing Banks to increase their respective Commitments; provided, however that (i) no Event of Default shall have occurred which is then continuing, (ii) no such Commitment Increase shall cause the option Total Committed Amount to exceed $3,000,000,000, (iii) no Bank’s Commitment shall be increased without such Bank’s prior written consent (which consent may be given or withheld in such Bank’s sole and absolute discretion), and (iv) if, on the effective date of such increase, any Eurodollar Advances have been made, then the Borrower pursuant shall be obligated to delivery pay any breakage fees or costs in connection with the reallocation of such outstanding Eurodollar Advances.
(b) Any Commitment Increase shall be requested by written notice from the Borrower of a proposed Commitment Increase to the Administrative Agent if each (a “Notice of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b”) no in the form of Exhibit F attached hereto. Each such Notice of Commitment Increase may be in an amount less than $10,000,000;
shall specify (c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(di) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect effective date of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretowhich date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) evidence of corporate authorization on the part amount of the Loan Parties with respect to such requested Commitment Increase, (iii) opinions the identity of counsel with respect each CI Bank or Bank (or any combination thereof) that has agreed in writing to increase its Commitment hereunder and (iv) the amount of the respective Commitments of the then existing Banks that are increasing their respective Commitments and the CI Banks from and after the Commitment Increase Effective Date (as defined below). If the Administrative Agent and each L/C Issuer approve such CI Bank (such approval not to be unreasonably withheld or delayed) and consent to such Commitment IncreaseIncrease (such consent not to be unreasonably withheld or delayed), (iv) amendments all such Persons shall execute a counterpart to the Security Documents in connection with Notice of Commitment Increase and such Commitment Increase, (v) Increase shall be effective on behalf the proposed effective date set forth in the Notice of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) Increase or on another date agreed to by the Administrative Agent and the Borrower and payable (such date referred to as the “Commitment Increase Effective Date”).
(c) On each Commitment Increase Effective Date, to the extent that there are Advances outstanding as of such Persons in connection with date, (i) each CI Bank shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Bank’s New Funds Amount (as defined below), which amount, for each such CI Bank, shall constitute Advances made by such CI Bank to the Borrower pursuant to this Agreement on such Commitment Increase and Effective Date, (viii) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each shall, by wire transfer of the Borrowerimmediately available funds, Lenders and Administrative Agent acknowledges and agrees that pay to each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if anythen Reducing Percentage Bank (as defined below) its Reduction Amount (as defined below), which have agreed amount, for each such Reducing Percentage Bank (as defined below), shall constitute a prepayment by the Borrower pursuant to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment IncreaseSection 2.10, it may be the case that the outstanding Revolving Loans are not held pro rata ratably in accordance with the new Revolving Commitments. In order to remedy the foregoingrespective principal amounts thereof, on the effective date of the applicable Commitment Increaseprincipal amounts of all then outstanding Advances of such Reducing Percentage Bank, and (iii) the Borrower shall be responsible to pay to each Bank any breakage fees or costs in connection with the reallocation of any outstanding Eurodollar Advances.
(d) For purposes of this Section 2.20 and Exhibit F, the Revolving Lenders following defined terms shall have the following meanings: (including, without limitation, any new Lendersi) shall make payments “New Funds Amount” means the amount equal to the Administrative Agent, and product of a Bank’s increased Commitment or a CI Bank’s Commitment (as applicable) represented as a percentage of the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (Total Committed Amount after giving effect to the applicable Commitment Increase, times the aggregate principal amount of the outstanding Advances immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Advances as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date); (ii) “Reducing Percentage Bank” means each then existing Bank immediately prior to giving effect to the Commitment Increase that does not increase its respective Commitment as a result of the Commitment Increase and whose Pro Rata Share of the Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means the amount by which a Reducing Percentage Bank’s outstanding Advances decrease as of a Commitment Increase Effective Date (without regard to the effect of any borrowings made on such Commitment Increase Effective Date after giving effect to the Commitment Increase).
Appears in 1 contract
Commitment Increase. From time (i) On any date prior to time after the Closing latest Termination Date, the Revolving Borrowers may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in for any such increase but not more than $200,000,000 (the aggregate “Maximum Accordion Amount”) for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 increases (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lendersexisting Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent agreesin consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon receipt giving effect to the Commitment Increase shall not exceed the amount of all the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such payments, to disburse such amounts notice to the Lenders so and the Fronting Banks.
(ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect thereto to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the Revolving Loans will be held case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Revolving Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit.
(iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder their respective Commitments (after giving effect to the applicable such Commitment Increase).41 753191373
Appears in 1 contract
Sources: Credit Agreement (Firstenergy Corp)
Commitment Increase. From time (i) On any date prior to time after the Closing latest Termination Date, the Revolving Borrowers may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in for any such increase but not more than $500,000,000 (the aggregate “Maximum Accordion Amount”) for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 increases (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lendersexisting Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent agreesin consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon receipt giving effect to the Commitment Increase shall not exceed the amount of all the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such payments, to disburse such amounts notice to the Lenders so and the Fronting Banks.
(ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect thereto to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the Revolving Loans will be held case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Revolving Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit.
(iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder their respective Commitments (after giving effect to the applicable such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12.
(iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Sources: Credit Agreement